Delivery and Contents. CSC shall create, as part of the Services, and at no additional cost to Sears, an operational procedures manual that documents the processes and procedures that underlie each Service (the “Operational Procedures Manual” or “OPM”). CSC shall deliver to Sears for its review, comment and approval both an outline of the topics to be addressed in the Operational Procedures Manual and a final draft of the OPM for each Exhibit, in each case within the time periods set forth in the applicable Exhibit. At a minimum, the Operational Procedures Manual for each Exhibit shall include the following: (i) a detailed description of the Services and the manner in which each shall be performed by CSC under the Exhibit, including (1) all CSC Provided Systems, CSC Managed Systems and Sears Provided Systems, as well as the functional and operational characteristics of each of the foregoing, (2) documentation (including operations manuals, user guides, specifications, policies/procedures and disaster recovery plans) providing further details regarding such Services, and (3) the specific activities to be undertaken by CSC in connection with each Service, including, where appropriate, service responsibilities matrices, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by CSC and the time period in which tasks are to be completed under the Exhibit; (ii) the procedures for Sears/CSC interaction and communication, including (1) call lists, (2) procedures for and limits on direct communication by CSC with Sears Personnel, (3) problem management and escalation procedures, (4) priority and project procedures, (5) acceptance testing and procedures, (6) quality assurance procedures and checkpoint reviews, and (7) annual and quarterly financial objectives, budgets and performance goals; and (iii) practices and procedures addressing such other issues and matters as Sears shall require. CSC shall incorporate Sears’ then-current policies and procedures in the Operational Procedures Manual to the extent Sears directs CSC to do so.
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Delivery and Contents. CSC shall create, as part of the Services, and at no additional cost to Sears, an operational procedures manual that documents the processes and procedures that underlie each Service (the “Operational Procedures Manual” or “OPM”). CSC shall deliver to Sears for its review, comment and approval both an outline of the topics to be addressed in the Operational Procedures Manual and a final draft of the OPM for each Exhibit, in each case within the time periods set forth in the applicable Exhibit. At a Table of Contents minimum, the Operational Procedures Manual for each Exhibit shall include the following:
(i) a detailed description of the Services and the manner in which each shall be performed by CSC under the Exhibit, including (1) all CSC Provided Systems, CSC Managed Systems and Sears Provided Systems, as well as the functional and operational characteristics of each of the foregoing, (2) documentation (including operations manuals, user guides, specifications, policies/procedures and disaster recovery plans) providing further details regarding such Services, and (3) the specific activities to be undertaken by CSC in connection with each Service, including, where appropriate, service responsibilities matrices, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by CSC and the time period in which tasks are to be completed under the Exhibit;
(ii) the procedures for Sears/CSC interaction and communication, including (1) call lists, (2) procedures for and limits on direct communication by CSC with Sears Personnel, (3) problem management and escalation procedures, (4) priority and project procedures, (5) acceptance testing and procedures, (6) quality assurance procedures and checkpoint reviews, and (7) annual and quarterly financial objectives, budgets and performance goals; and
(iii) practices and procedures addressing such other issues and matters as Sears shall require. CSC shall incorporate Sears’ then-current policies and procedures in the Operational Procedures Manual to the extent Sears directs CSC to do so.
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