Common use of Comparisons Clause in Contracts

Comparisons. (a) Upon request of either Party, the Benchmarker will review and explain its Benchmark methodology, including how each of the entities in the Peer Group MASTER SERVICES AGREEMENT SCHEDULE I – DRAFT TRANSITION PROJECT PLAN matches and does not match the relevant factors of the Benchmark and how the normalization approach will be applied. The Parties will cause the Benchmarker to provide a written summary of the Benchmarking Process and to perform the Benchmark in accordance therewith. (b) The Parties will cause the Benchmarker to: (i) Use Pricing data compiled from ALU’s usage of the relevant Services for the most recent twelve (12) months, or in the event that a Service has recently completed transition such that twelve (12) month’s of Prices data are not available for such Services in the transitioned state, the annualized Prices data from such Service subsequent to the completion of transition. (ii) Use database information that is no more than twenty-four (24) months old from the commencement of the Benchmark, unless the Parties agree upon a longer period. (c) The Benchmarker will normalize all Peer Group data to allow for any effects of identifiable characteristics that are different from the ALU Environment to the extent that they might have, in the opinion of the Benchmarker, a material effect on the Benchmark Results. Factors related to normalization to be taken into consideration by the Benchmarker include, but are not limited to: (i) geographic location of a Peer; (ii) industry differences affecting costs; (iii) related discounts and pricing credits; (iv) economies of scale; (v) scope of services, workload and complexity factors (including but not limited to unique software requirements); (vi) service levels and related service level credits; (vii) minimum revenue, term commitments and any restrictions on offshoring; (viii) volume of services being provided; (ix) upfront investments by service providers; (x) whether transition charges were paid by the customer as incurred or amortized over the term of the agreement; (xi) whether the service provider purchased any of the customer’s assets; (xii) refresh obligations; and (xiii) the transfer of employees from the customer to the service provider.