Common use of Change Request Clause in Contracts

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUS, TI will prepare a proposal (a “Change Proposal”) within ten (10) Business Days, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementation; (ii) the rights and obligations of the Parties under this Agreement or any SOW; (iii) the Services; (iv) the Service Levels or KPIs; (v) an increase or decrease to the Fees; and (vi) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI initiates a Regular Change Request, TI will prepare and include a Change Proposal with the Regular Change Request. (c) TELUS will provide TI with a written response to the Change Proposal within ten (10) Business Days, or such longer or shorter period of time as agreed to by the Parties, of receipt of the Change Proposal from TI, indicating TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS or notice of additional time required by TELUS to consider the Change Proposal. (d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will implement the Change in accordance with the particulars of the Change Order. (e) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUSTI, TI TELUS will prepare a proposal (a the “Change Proposal”) within ten the earlier of: (10i) fifteen (15) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties), or (ii) where the Change Request relates to a service being provided by TI under a contract with a Transferred TIDS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred TIDS Customer for providing a proposal to the Transferred TIDS Customer, which timeframe TI will communicate to TELUS as part of the Change Request. The Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementationto implement the Change; (ii) the time required to implement the Change; (iii) any revisions to the rights and obligations of the Parties under this Agreement or any SOW; (iii) relating to the ServicesServices affected by the Change; (iv) a description of the Service Levels or KPIsServices to be provided, assuming implementation of the Change; (v) an any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vivii) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI TELUS initiates a Regular the Change Request, TI then TELUS will prepare and include a Change Proposal with the Regular Change Request. (c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including the acquisition or upgrading by TELUS of assets for use in Canada or the United States and the hiring or re-deployment by TELUS of employees or consultants) required in order to implement the New Services, and the incremental costs associated with such activities. The Parties hereby acknowledge and agree that in no circumstance will TELUS be required to acquire or hold assets outside of Canada or the United States for purposes of this Agreement. To the extent that such costs would not have been incurred by TELUS were it not for the implementation of the New Services, and to the extent that they are not otherwise factored into the Fees payable for the New Services, then, if and to the extent that the Change Proposal is approved by TI and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole or in part, on a cost-recovery basis, without markup. (d) TI will provide TI TELUS with a written response to the Change Proposal within (i) ten (10) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties, ) of receipt of the Change Proposal from TITELUS, or (ii) where the Change was initiated by TI and relates to a service being provided by TI under a contract with a Transferred TIDS Customer, a number of Business Days which allows the parties to comply with any mandated timeframe in the contract with the Transferred TIDS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TELUS’ TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS TI or notice of additional time required by TELUS TI to consider the Change Proposal. (de) Any Change Proposal approved by TELUS TI without modification, or any counter-proposal made by TELUS TI and accepted by TITELUS, will constitute a Change Order, and TI TELUS will implement the Change in accordance with the particulars of the Change Order. (ef) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute Dispute, to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUSTI, TI TELUS will prepare a proposal (a the “Change Proposal”) within ten the earlier of: (10i) fifteen (15) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties), or (ii) where the Change relates to a service being provided by TI under a contract with a Transferred MITS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred MITS Customer for providing a proposal to the Transferred MITS Customer, which timeframe TI will communicate to TELUS as part of the Change Request. The Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change): (i) the cost of implementationto implement the Change; (ii) the time required to implement the Change; (iii) any revisions to the rights and obligations of the Parties under this Agreement or any SOW; (iii) relating to the ServicesServices affected by the Change; (iv) a description of the Service Levels or KPIsServices to be provided, assuming implementation of the Change; (v) an any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vivii) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI TELUS initiates a Regular the Change Request, TI then TELUS will prepare and include a Change Proposal with the Regular Change Request. (c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including the acquisition or upgrading by TELUS of assets for use in Canada and the hiring or re-deployment by TELUS of employees or consultants) required in order to implement the New Services, and the incremental costs associated with such activities. The Parties hereby acknowledge and agree that in no circumstance will TELUS be required to acquire or hold assets outside of Canada for purposes of this Agreement. To the extent that such costs would not have been incurred by TELUS were it not for the implementation of the New Services, and to the extent that they are not otherwise factored into the Fees payable for the New Services, then, if and to the extent that the Change Proposal is approved by TI and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole or in part, on a cost-recovery basis, without markup. (d) TI will provide TI TELUS with a written response to the Change Proposal within within: (i) ten (10) Business Days, Days (or such longer or shorter period of time as agreed to by the Parties, ) of receipt of the Change Proposal from TITELUS, or (ii) where the Change was initiated by TI and relates to a service being provided by TI under a contract with a Transferred MITS Customer, a number of Business Days which allows the Parties to comply with any mandated timeframe in the contract with the Transferred MITS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TELUS’ TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS TI or notice of additional time required by TELUS TI to consider the Change Proposal. (de) Any Change Proposal approved by TELUS TI without modification, or any counter-proposal made by TELUS TI and accepted by TITELUS, will constitute a Change Order, and TI TELUS will implement the Change in accordance with the particulars of the Change Order. (ef) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute Dispute, to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

Change Request. Following the delivery of a Regular Change Request, the following provisions will apply: (a) upon receipt of a Regular Change Request from TELUSSubject to this ARTICLE IX, TI will prepare a proposal either Party may propose any change or addition to the Transition Services by written notice to the other Party specifying the proposed change in reasonable detail (such notice, a “Change ProposalRequest”), provided, that any changed or additional services will be advisory or informational in nature, in accordance with the Introduction to this Agreement. (b) within ten (10) Business DaysSeller or Purchaser shall provide the other Party with a reasonably detailed written outline specification describing the nature of the change, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a description an assessment of the impact of the proposed Change change on the following Transition Services, the Service Fees (to the extent applicable having regard to the nature as applicable) and an estimate of the proposed Change): (i) time required to implement the cost of implementation; (ii) change, the rights and obligations of the Parties under this Agreement or any SOW; (iii) the Services; (iv) the Service Levels or KPIs; (v) an increase or decrease to the Fees; and (vi) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TI initiates a Regular Change Request, TI will prepare and include a Change Proposal costs associated with the Regular change and the terms for payment of such costs (such outline, an “Evaluation Report”) within twenty (20) Business Days of receiving the Change Request. (c) TELUS will provide TI with a written response to The approving Party shall notify the Change Proposal requesting Party within ten (10) Business DaysDays of the date on which the Evaluation Report was received whether or not the approving Party wishes to proceed with the Change Request; provided, or such longer or shorter period of time as agreed to by however, that the Parties, of receipt Parties shall in good faith negotiate the terms and pricing of the Change Proposal from TI, indicating TELUS’ approval of Request before the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable requesting Party provides such notice to TELUS or notice of additional time required by TELUS to consider the Change Proposalproceed. (d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will implement Within ten (10) Business Days of receipt of the requesting Party’s notice to proceed with the Change in accordance with Request, the particulars approving Party shall produce a final Evaluation Report which shall include a comprehensive list of the charges for the implementation of the Change OrderRequest (“Change Request Charges”). Any Change Request Charges shall be calculated in a manner consistent with Section 2.1. (e) Both the Seller and Purchaser shall act in good faith in relation to Change Requests, and shall not unreasonably withhold any consent, or cause any delay in relation to them; provided that, notwithstanding anything to the contrary herein, the approving Party shall have sole discretion regarding whether to provide Additional Transition Services which were not performed by Seller or Purchaser for the Business at any time during the one hundred eighty (180) day period prior to Closing. If the Parties disagree on any matter relating to Seller and Purchaser cannot agree upon a Regular Change Request or the approving Party’s final Evaluation Report (including the Change Request Charges), each of the Seller and Purchaser may refer the matter will be treated as a Dispute to be resolved pursuant in accordance with Section 1.2. (f) The Seller shall not have any obligation to commence work in connection with any change to the Dispute Resolution Process, up to but not including arbitration. If approving Party Transition Services or any Additional Transaction Services until the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular relevant Change Request will be deemed and Evaluation Report has been agreed to have been rejectedby each Party in writing.