Common use of Change Request Clause in Contracts

Change Request. Following the delivery of a Change Request, the following provisions will apply: (a) upon receipt of a Change Request from TI, TELUS will prepare a proposal (the “Change Proposal”) within the earlier of: (i) fifteen (15) Business 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 to 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 relating to the Services affected by the Change; (iv) a description of the Services to be provided, assuming implementation of the Change; (v) any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vii) any other relevant matter related to this Agreement that will be materially impacted. (b) If TELUS initiates the Change Request, then TELUS will prepare and include a Change Proposal with the 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 TELUS with a written response to the Change Proposal within (i) 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 TELUS, 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 TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TI or notice of additional time required by TI to consider the Change Proposal. (e) Any Change Proposal approved by TI without modification, or any counter-proposal made by TI and accepted by TELUS, will constitute a Change Order, and TELUS will implement the Change in accordance with the particulars of the Change Order. (f) If the Parties disagree on any matter relating to a 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 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 TITELUS, TELUS TI will prepare a proposal (the a “Change Proposal”) within the earlier of: ten (i) fifteen (1510) 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 to implement the Changeof implementation; (ii) the time required to implement the Change; (iii) any revisions to the rights and obligations of the Parties under this Agreement relating to or any SOW; (iii) the Services affected by the ChangeServices; (iv) a description of the Services to be provided, assuming implementation of the ChangeService Levels or KPIs; (v) any changes to the Performance Standards; (vi) any an increase or decrease to the Fees; and (viivi) any other relevant matter related to this Agreement or any SOW that will be materially impacted. (b) If TELUS TI initiates the a Regular Change Request, then TELUS TI 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 TELUS TI 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 TELUS, 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 responseTI, indicating TI’s TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TI TELUS or notice of additional time required by TI TELUS to consider the Change Proposal. (ed) Any Change Proposal approved by TI TELUS without modification, or any counter-proposal made by TI TELUS and accepted by TELUSTI, will constitute a Change Order, and TELUS TI will implement the Change in accordance with the particulars of the Change Order. (fe) 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 Change Request, the following provisions will apply: (a) upon receipt of a Change Request from TI, TELUS will prepare a proposal (the “Change Proposal”) within the earlier of: (i) fifteen (15) Business 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 MITS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred TIDS MITS Customer for providing a proposal to the Transferred TIDS 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 to 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 relating to the Services affected by the Change; (iv) a description of the Services to be provided, assuming implementation of the Change; (v) any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vii) any other relevant matter related to this Agreement that will be materially impacted. (b) If TELUS initiates the Change Request, then TELUS will prepare and include a Change Proposal with the 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 TELUS with a written response to the Change Proposal within within: (i) 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 TELUS, 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 MITS Customer, a number of Business Days which allows the parties Parties to comply with any mandated timeframe in the contract with the Transferred TIDS MITS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TI or notice of additional time required by TI to consider the Change Proposal. (e) Any Change Proposal approved by TI without modification, or any counter-proposal made by TI and accepted by TELUS, will constitute a Change Order, and TELUS will implement the Change in accordance with the particulars of the Change Order. (f) If the Parties disagree on any matter relating to a 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 Change Request will be deemed to have been rejected.

Change Request. Following the delivery of a Change Request, the following provisions will apply: (a) upon receipt of Subject to this ARTICLE IX, 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 Request from TI, TELUS will prepare a proposal (the “Change ProposalRequest”) within the earlier of: (i) fifteen (15) Business Days (or such longer or shorter period of time as agreed to by the Parties), provided, that any changed or additional services will be advisory or informational in nature, in accordance with the Introduction to this Agreement. (iib) where Seller or Purchaser shall provide the Change Request relates to a service being provided by TI under a contract other Party with a Transferred TIDS Customer a number of Business Days which allows TI to comply with any mandated timeframe in reasonably detailed written outline specification describing 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 nature of the Change Request. The Change Proposal will include a description change, 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) the cost to implement the Change; (ii) the time required to implement the Change; change, the costs associated with the change and the terms for payment of such costs (iiisuch outline, an “Evaluation Report”) any revisions to the rights and obligations within twenty (20) Business Days of the Parties under this Agreement relating to the Services affected by the Change; (iv) a description of the Services to be provided, assuming implementation of the Change; (v) any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vii) any other relevant matter related to this Agreement that will be materially impacted. (b) If TELUS initiates the Change Request, then TELUS will prepare and include a Change Proposal with receiving the Change Request. (c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including The approving Party shall notify 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 TELUS with a written response to the Change Proposal requesting Party within (i) ten (10) Business Days of the date on which the Evaluation Report was received whether or not the approving Party wishes to proceed with the Change Request; provided, however, that the Parties shall in good faith negotiate the terms and pricing of the Change Request before the requesting Party provides such notice to proceed. (or such longer or shorter period of time as agreed to by the Partiesd) Within ten (10) Business Days of receipt of the Change Proposal from TELUS, or (ii) where requesting Party’s notice to proceed with the Change was initiated by TI and relates to Request, the approving Party shall produce a service being provided by TI under final Evaluation Report which shall include a contract with a Transferred TIDS Customer, a number comprehensive list of Business Days which allows the parties to comply with any mandated timeframe in charges for the contract with the Transferred TIDS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TI’s approval implementation of the Change Proposal, its rejection of the Request (“Change Proposal (indicating its reasonsRequest Charges”), the terms of . Any Change Request Charges shall be calculated in a counter proposal acceptable to TI or notice of additional time required by TI to consider the Change Proposalmanner consistent with Section 2.1. (e) Any Both the Seller and Purchaser shall act in good faith in relation to Change Proposal approved by TI without modificationRequests, and shall not unreasonably withhold any consent, or cause any counter-proposal made 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 TI Seller or Purchaser for the Business at any time during the one hundred eighty (180) day period prior to Closing. If the Seller and accepted by TELUS, will constitute Purchaser cannot agree upon a Change Order, and TELUS will implement Request or the approving Party’s final Evaluation Report (including the Change Request Charges), each of the Seller and Purchaser may refer the matter to be resolved in accordance with the particulars of the Change OrderSection 1.2. (f) If The Seller shall not have any obligation to commence work in connection with any change to the Parties disagree on approving Party Transition Services or any matter relating to a Additional Transaction Services until the relevant Change Request the matter will be treated as a Dispute, and Evaluation Report has been agreed 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 Change Request will be deemed to have been rejectedby each Party in writing.

Change Request. Following (a) Contractor shall, no more than ten (10) Days after (i) the delivery date on which Company issues a Company Instruction, or (ii) Contractor became aware of, the first occurrence of any other Change Event or Contingency ▇▇▇▇▇, ▇▇▇▇▇▇ to Company written notice of the relevant event or circumstance and its anticipated impacts on the Work. Within thirty (30) Days of such event or circumstance, Contractor shall submit to Company a written request for a Change, which shall include: (A) a description of the relevant event or circumstance (including whether or not, and if so on what basis, Contractor considers a Contingency Event to have occurred); (B) a description of any necessary Scope Adjustments; (C) the claimed adjustment to the Guaranteed Substantial Completion Date; and (D) the claimed adjustment to the Contract Price (and if the Change Event is a Contingency Event, the Contingency remaining as of the date of such Change Request) (a “Change Request”). Company may accept a Change Request by countersigning the same. If Company does not agree with any part of a Change Request, and the following provisions will apply: (a) Parties subsequently agree upon receipt of Contractor’s Change rights, Company may require Contractor to resubmit a Change Request from TIthat records the agreed Changes, TELUS will prepare a proposal (the “Change Proposal”) within the earlier of: (i) fifteen (15) Business Days (or such longer or shorter period of time as agreed to for countersignature 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 to 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 relating to the Services affected by the Change; (iv) a description of the Services to be provided, assuming implementation of the Change; (v) any changes to the Performance Standards; (vi) any increase or decrease to the Fees; and (vii) any other relevant matter related to this Agreement that will be materially impactedCompany. (b) If TELUS initiates Contractor’s failure to submit a Change Request in relation to any Company Instruction, other Change Event or Contingency Event within the thirty (30)-Day time limit prescribed under Section 8.6(a) shall constitute an irrevocable waiver by Contractor of any entitlement to a Change in respect of the relevant Company Instruction, other Change Event or Contingency Event, and an irrevocable release by Contractor of Company Group from any and all Claims related to the applicable Company Instruction, other Change Event or Contingency Event. Upon countersignature by Company, a Change Request shall constitute an irrevocable waiver and release by Contractor of any and all Claims with respect to the relevant Change Event or Contingency Event, or the subject matter of the Change Request, then TELUS will prepare howsoever arising and include a Change Proposal with the 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 howsoever related 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 relevant Change Proposal is approved by TI and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole Event or in part, on a cost-recovery basis, without markupContingency Event. (d) TI will provide TELUS with a written response to the Change Proposal within (i) 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 TELUS, 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 TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TI or notice of additional time required by TI to consider the Change Proposal. (e) Any Change Proposal approved by TI without modification, or any counter-proposal made by TI and accepted by TELUS, will constitute a Change Order, and TELUS will implement the Change in accordance with the particulars of the Change Order. (f) If the Parties disagree on any matter relating to a 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 Change Request will be deemed to have been rejected.