Common use of Delivery and Contents Clause in Contracts

Delivery and Contents. As part of the Services, and at no additional cost to ▇▇▇▇▇▇▇▇, Provider shall deliver to ▇▇▇▇▇▇▇▇ for its review, comment and approval (i) a reasonably complete draft of the Policy and Procedures Manual within forty-five (45) days after the Commencement Date, and (ii) a final draft of the Policy and Procedures Manual within thirty (30) days of Provider's receipt of ▇▇▇▇▇▇▇▇'▇ comments and suggestions (the "POLICY AND PROCEDURES MANUAL"). At a minimum, the Policy and Procedures Manual shall include the following: (i) a detailed description of the Services and the manner in which each will be performed by Provider, including (A) the Equipment, Software, and Systems to be procured, operated, supported or used; (B) documentation (including operations manuals, user guides, specifications, policies/procedures and disaster recovery plans) providing further details regarding such Services; and (C) the specific activities to be undertaken by Provider in connection with each Service, including, where appropriate, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by Provider under this Agreement; and (D) the processes, methodologies and controls to be implemented and used by Provider to meet its obligations in this Agreement (including, its obligations under SECTION 15.10) regarding compliance with applicable Laws, and generally accepted accounting principles; (ii) the procedures for ▇▇▇▇▇▇▇▇/Provider interaction and communication, including (A) call lists; (B) procedures for and limits on direct communication by Provider with ▇▇▇▇▇▇▇▇ personnel; (C) problem management and escalation procedures; (D) priority and project Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇

Delivery and Contents. As part of the ServicesServices and as further detailed in the Transition Plan, and at no additional cost charge to ▇▇▇▇▇▇▇▇Triad, Provider Supplier shall deliver to ▇▇▇▇▇▇▇▇ Triad for its review, comment and approval (i) a reasonably complete draft “Priority 1” version of the Policy and Procedures Manual within forty-five (45) days after the Commencement Dateon or before August 16, 2006, and (ii) a final draft “Priority 2” integrated version of the Policy and Procedures Manual within thirty (30) days of Provider's receipt of ▇▇▇▇▇▇▇▇'▇ comments and suggestions covering all Services on or before January 17, 2007 (the "POLICY AND PROCEDURES MANUAL"“Policy and Procedures Manual”). At a minimum, the Policy and Procedures Manual shall include the following: (i) a detailed description of the Services and the manner in which each will be performed by ProviderSupplier, including (A) the Equipment, Software, and Systems to be procured, operated, supported or used; (B) documentation (including currently available operations manuals, user guides, specifications, policies/procedures and disaster recovery plansplans and other documentation to be created by Supplier) providing further details regarding such Services; and (C) the specific activities to be undertaken by Provider Supplier in connection with each Service, including, where appropriate, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by Provider Supplier under this Agreement; (D) the checkpoint reviews, testing, acceptance, controls and other procedures to be implemented and used to assure service quality; and (DE) the processes, methodologies and controls to be implemented and used by Provider Supplier to meet its obligations in this Agreement (including, its obligations under SECTION 15.10) regarding ensure compliance with applicable Laws, and generally accepted accounting principles; (ii) the procedures for ▇▇▇▇▇▇▇▇/Provider Triad/Supplier interaction and communication, including (A) call lists; (B) procedures for and limits on direct communication by Provider Supplier with ▇▇▇▇▇▇▇▇ Triad and Eligible Recipient personnel; (C) problem management and escalation procedures; (D) [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Change Control Procedures; (E) priority and project Final Confidential procedures and Proprietary Information procedures associated with New Services, including the documentation and execution of IBM proposals for New Services in accordance with Section 11.5; (F) Acceptance related procedures (subject to Section 4.6); (G) quality assurance procedures and ▇▇▇▇▇▇▇▇checkpoint reviews (H) the project formation process and implementation methodology; (I) procedures respecting compliance with Section 15.12, including the provision of required information respecting Supplier, Supplier Affiliates, Subcontractors and Supplier Personnel thereunder, and (J) annual and quarterly financial objectives, budgets, and performance goals; and (iii) practices and procedures addressing such other issues and matters as Triad shall reasonably require. Supplier shall incorporate Triad’s then current policies and procedures in the Policy and Procedures Manual to the extent it is reasonably directed to do so by Triad.