IT Infrastructure. SAVVIS has reviewed and participated in the development of ▇▇▇▇▇’▇ planned IT infrastructure (the “IT Infrastructure”) solely as it relates to the SAVVIS Services to be implemented as of the Transition Completion Date, and to that extent has validated and approved the technical architecture and product standards therefor set forth on Schedule D, but has not otherwise reviewed and will not otherwise be liable for ▇▇▇▇▇’▇ plans. If the IT Infrastructure is deficient such that the Base Services fail to meet the Service Levels, SAVVIS shall be responsible for taking all corrective actions to remedy such deficiencies, including the purchase and implementation of additions or upgrades to Systems components, the costs of which shall be borne by SAVVIS. As part of the Base Services, SAVVIS shall assist Cowen in preparing long-term strategic information technology assessments and short-term implementation assessments on an annual, face-to-face basis; provided that, if such assistance exceeds eighty (80) hours per year, Cowen shall pay SAVVIS for the time spent in excess of such allotment in accordance with SAVVIS’ time and materials rates set forth in Schedule C. Each such assessment shall cover a review of SAVVIS’ performance of the Services under this Agreement for the prior year and planning for the next three (3) years (or such lesser number of years as then remain in the Term of this Agreement) as it relates to the Services being provided by SAVVIS. Such assistance to be provided by SAVVIS shall include, in each case on ▇▇▇▇▇’▇ written request: (a) assessments of the then-current ▇▇▇▇▇ information technology standards; (b) analyses of the appropriate direction for such ▇▇▇▇▇ information technology standards in light of business priorities and business strategies of which ▇▇▇▇▇ has provided notice to SAVVIS, SAVVIS’ technical knowledge/expertise and competitive market forces; and (c) recommendations regarding information technology architectures and platforms, software and hardware products, information technology strategies and directions and other enabling technologies. With respect to each recommendation, SAVVIS shall provide ▇▇▇▇▇, upon ▇▇▇▇▇’▇ request, with any or all of the following (which shall be good faith estimates but shall not bind either Party unless agreed to in writing by the Parties pursuant to the Change Control Procedure): (u) proposed software and hardware strategies and direction; (v) cost projections; (w) the changes, if any, in the personnel and other resources required to operate and support the changed environment; (x) the resulting anticipated impact on ▇▇▇▇▇’▇ information technology costs; (y) the expected performance, quality, responsiveness, efficiency, reliability, security risks and other service levels; and (z) general plans and projected time schedules for development and implementation. Should ▇▇▇▇▇ choose to implement changes as a result of these assessments, such changes shall be subject to the Change Control Procedures. The assistance to be provided by SAVVIS pursuant to the preceding paragraph shall also include (a) the performance by SAVVIS of an ongoing review of new information technology which is available in the marketplace and industry trends with respect to information technology of the type used by businesses similar to ▇▇▇▇▇; and (b) the preparation and delivery to ▇▇▇▇▇ of a written report summarizing its finding which result from the review described in sub-item (a) of this sentence which report will be prepared and delivered on an annual basis or more frequently as appropriate based on the significance of SAVVIS’ findings.
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IT Infrastructure. SAVVIS HP has reviewed and participated in the development of ▇▇ ▇▇▇▇▇’▇ planned IT infrastructure (the “IT Infrastructureinfrastructure”) solely as it relates to the SAVVIS Services to be implemented as of the Transition Completion Services Commencement Date, and to that extent has validated and approved the technical architecture and product standards therefor set forth on Schedule D, but has not otherwise reviewed and will not otherwise be liable for ▇▇▇▇▇’▇ plans. D. If the IT Infrastructure infrastructure is deficient such that the Base Services do not successfully complete Transition Acceptance Testing or the Services fail to meet the Service Levels, SAVVIS and such deficiency or failure (i) was not due to (a) inaccurate information contained in ▇▇ ▇▇▇▇▇’▇ RFP or (b) inaccurate information provided by ▇▇ ▇▇▇▇▇ to HP during HP’s due diligence which concluded on December 31, 2004, or information HP knew or should have known based on its due diligence or verification of information provided by ▇▇ ▇▇▇▇▇, HP shall be responsible for taking all corrective actions to remedy such deficiencies, including the purchase and implementation of additions or upgrades to Systems components, the costs of which shall be borne by SAVVISHP, including the purchase and implementation of, or reimbursement of costs incurred by ▇▇ ▇▇▇▇▇ for the purchase and implementation of, additions or upgrades to Systems components (including equipment, software, telecommunications components, etc.), such that the IT infrastructure is sufficient for the HP/SAVVIS solution for the anticipated Term. As part of the Base Services, SAVVIS HP shall assist Cowen ▇▇ ▇▇▇▇▇ in preparing long-term strategic information technology assessments plans and short-term implementation assessments plans on an annual, face-to-face annual basis; provided that, if such assistance exceeds eighty (80) hours per year, Cowen shall pay SAVVIS for the time spent in excess of such allotment in accordance with SAVVIS’ time and materials rates set forth in Schedule C. Each such assessment shall cover a review of SAVVIS’ performance of the Services under this Agreement for the prior year and planning for the next three (3) years (or such lesser number of years as then remain in the Term of this Agreement) as it relates to the Services being provided by SAVVIS. Such assistance to be provided by SAVVIS HP shall include, in each case on ▇▇ ▇▇▇▇▇’▇ written request: , (a) active participation with ▇▇ ▇▇▇▇▇ representatives on permanent and ad-hoc committees and working groups addressing such issues; (b) assessments of the then-current ▇▇ ▇▇▇▇▇ information technology standards; (bc) analyses of the appropriate direction for such ▇▇ ▇▇▇▇▇ information technology standards in light of business priorities and priorities, business strategies of which ▇▇▇▇▇ has provided notice to SAVVISstrategies, SAVVIS’ HP’s technical knowledge/expertise and competitive market forces; and (cd) recommendations regarding information technology architectures and platforms, software and hardware products, information technology strategies and directions and other enabling technologiestechnologies including Improved Technology. With respect to each recommendation, SAVVIS HP shall provide ▇▇ ▇▇▇▇▇, upon ▇▇ ▇▇▇▇▇’▇ request, with any or all of the following (which shall be good faith estimates but shall not bind either Party ▇▇ ▇▇▇▇▇ unless agreed to in writing by the Parties pursuant to the Change Control ProcedureParties): (u) proposed software and hardware strategies and direction; (v) cost projectionsprojections and cost/benefit analyses; (w) the changes, if any, in the personnel and other resources required to operate and support the changed environment; (x) the resulting anticipated impact on ▇▇ ▇▇▇▇▇’▇ information technology costs; (y) the expected performance, quality, responsiveness, efficiency, reliability, security risks and other service levels; and (z) general plans and projected time schedules for development and implementation. Should ▇▇▇▇▇ choose to implement changes as a result of these assessments, such changes shall be subject to the Change Control Procedures. The assistance to be provided by SAVVIS pursuant to the preceding paragraph shall also include (a) the performance by SAVVIS of an ongoing review of new information technology which is available in the marketplace and industry trends with respect to information technology of the type used by businesses similar to ▇▇▇▇▇; and (b) the preparation and delivery to ▇▇▇▇▇ of a written report summarizing its finding which result from the review described in sub-item (a) of this sentence which report will be prepared and delivered on an annual basis or more frequently as appropriate based on the significance of SAVVIS’ findings.
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