Common use of Managed Third Parties Clause in Contracts

Managed Third Parties. Provider shall manage the Managed Third Parties to perform in accordance with their agreements with ▇▇▇▇▇▇▇▇ to the extent ▇▇▇▇▇▇▇▇ makes those agreements available to Provider. Unless otherwise agreed in writing by the Parties, Provider shall be responsible for performing Services, complying with Service Levels and providing reports and other deliverables, even where doing so relies upon Managed Third Parties. Unless otherwise specified in SCHEDULE X or agreed in writing by the Parties, Provider shall be responsible for all costs and charges associated with such Managed Third Parties and for any failure by any Managed Third Party or its personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Provider or Provider Personnel. Provider shall not be liable for the failure of a Managed Third Party to meet the specific contractual obligation of such Managed Third Party under the Managed Third Party's agreement with ▇▇▇▇▇▇▇▇ or the Eligible Recipient (e.g., Provider will not have to pay for any service level credits payable by a Managed Third Party under its agreement with ▇▇▇▇▇▇▇▇); provided, however, that Provider shall notify ▇▇▇▇▇▇▇▇ of deficiencies or other failures to perform by such Managed Third Party, and shall assist ▇▇▇▇▇▇▇▇ in their appropriate resolution. If (i) a Service Level Failure of Provider is directly attributable to the failure of a Managed Third Party to meet its service level obligations under the Managed Third Party Agreement, as determined by a Root Cause Analysis, (ii) Provider promptly notifies ▇▇▇▇▇▇▇▇ that such Managed Third Party is failing to meet its service level obligation and such failure will impair Provider's ability to meet its corresponding Service Level obligation, and (iii) Provider uses reasonably diligent efforts to meet such Service Level notwithstanding such failure by the applicable Managed Third Party, then, after establishing that clauses (i), (ii) and (iii) are satisfied, Provider shall be given relief from such Service Level obligation in respect of such Managed Third Party's failure to perform. In addition, the Parties shall continually meet and reasonably discuss continuing performance and material non-compliance issues with respect to any Managed Third Party. Provider shall be ▇▇▇▇▇▇▇▇'▇ and the Eligible Recipients' sole point of contact regarding the services provided by such Managed Third Parties.

Managed Third Parties. (a) Fully Managed Third Parties. With respect to Managed Third Parties designated on Exhibit 22 as "Fully Managed Third Parties" and any substitute or replacement therefor (each a "Fully Managed Third Party"), Service Provider shall manage the relevant agreements so that such Fully Managed Third Parties perform in accordance with this Agreement, including the Service Levels, and comply with all applicable duties and obligations imposed on Service Provider under this Agreement. Unless otherwise specified in Exhibit 22 or agreed in writing by the Parties, the performance of such Fully Managed Third Parties shall be included in determining Service Provider's compliance with applicable Service Levels in Exhibit 3 and Service Provider shall be responsible for any Service Level Credits incurred as a result of any failure by such Fully Managed Third Parties to perform in accordance with their agreements with ▇▇▇▇▇▇▇▇ to such Service Levels. Service Provider shall manage each such Fully Managed Third Party and administer each such Third Party Contract as described in Section 6.6(b)(i)-(b)(viii) below. Upon the extent ▇▇▇▇▇▇▇▇ makes those agreements available to Provider. Unless otherwise agreed in writing by the Partiesexpiration or termination for cause or convenience of a Fully Managed Third Party Contract, Service Provider shall be responsible for performing Servicesthe continued performance of the services in accordance with this Agreement and shall either provide such services itself or enter into a contract for such services with a replacement Fully Managed Third Party. As it shall remain the contracting party, complying with TxDOT shall exercise such rights under the Managed Third Party Contracts in support of Service Levels and providing reports and other deliverables, even where doing Provider's obligations as it is reasonably requested to do so relies upon by Service Provider. (b) Generally Managed Third Parties. Unless otherwise specified in SCHEDULE X With respect to Managed Third Parties identified on Exhibit 22 as "Generally Managed Third Parties," and any substitute or agreed in writing by replacement therefor (each a "Generally Managed Third Party"), Service Provider shall perform the following activities with respect to the management and administration of Third Party Contracts between TxDOT and such Generally Managed Third Parties, Provider shall be responsible except as modified in Exhibit 22: (i) manage the Managed Third Parties, including monitoring operational day-to-day service delivery, monitoring performance, escalating problems for all costs resolution, and charges associated maintaining technical support relationships; (ii) work with TxDOT, as requested, to manage new and existing contractual relationships TxDOT may have with such Managed Third Parties as needed to provide the Services; (iii) oversee Managed Third Party delivery of services and compliance with the Service Levels and the performance standards contained in the agreements with such Managed Third Parties; (iv) manage the performance of the Managed Third Party to the service levels or other performance standards contained in the agreement with such Managed Third Parties and for any failure by any notify TxDOT and the Managed Third Party or its personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Provider under this Agreement to the same extent as if such of each Managed Third Party failure to perform such services in accordance the performance standards or comply was committed by Provider other terms and conditions contained in such TxDOT agreement with the Managed Third Party with or Provider Personnel. Provider shall not be liable for the Service Levels contained in Exhibit 3; (v) escalate Managed Third Party performance failures to Managed Third Party management as necessary to achieve timely resolution; (vi) monitor and manage the Managed Third Party's efforts to remedy a failure of performance; (vii) communicate to TxDOT the status of the Managed Third Party's efforts to remedy a failure of performance; and (viii) recommend retention, replacement, modification or termination of a Managed Third Party based on the performance or costs benefits to meet the specific contractual obligation of such Managed Third Party under the Managed Third Party's agreement with ▇▇▇▇▇▇▇▇ or the Eligible Recipient (e.g., Provider will not have to pay for any service level credits payable TX as tracked by a Managed Third Party under its agreement with ▇▇▇▇▇▇▇▇); provided, however, that Provider shall notify ▇▇▇▇▇▇▇▇ of deficiencies or other failures to perform by such Managed Third Party, and shall assist ▇▇▇▇▇▇▇▇ in their appropriate resolution. If (i) a Service Level Failure of Provider is directly attributable to the failure of a Managed Third Party to meet its service level obligations under the Managed Third Party Agreement, as determined by a Root Cause Analysis, (ii) Provider promptly notifies ▇▇▇▇▇▇▇▇ that such Managed Third Party is failing to meet its service level obligation and such failure will impair Provider's ability to meet its corresponding Service Level obligation, and (iii) Provider uses reasonably diligent efforts to meet such Service Level notwithstanding such failure by the applicable Managed Third Party, then, after establishing that clauses (i), (ii) and (iii) are satisfied, Provider shall be given relief from such Service Level obligation in respect of such Managed Third Party's failure to perform. In addition, the Parties shall continually meet and reasonably discuss continuing performance and material non-compliance issues with respect to any Managed Third Party. Provider shall be ▇▇▇▇▇▇▇▇'▇ and the Eligible Recipients' sole point of contact regarding the services provided by such Managed Third Parties.

Managed Third Parties. Provider shall With respect to Third Party Contractors identified in a Supplement as “Managed Third Parties” and any substitutes or replacements for Third Party Contractors so identified (each, a “Managed Third Party”), Supplier shall: (i) manage the Managed Third Parties Parties, including monitoring operational day-to-day service delivery, monitoring performance, escalating problems for resolution, and maintaining technical support relationships; (ii) as requested by an Eligible Recipient, work with the Eligible Recipient to manage new and existing contractual relationships between the Eligible Recipient and Managed Third Parties; (iii) oversee Managed Third Party delivery of services and compliance with the service levels and the performance standards contained in the Eligible Recipient’s agreement with the Managed Third Party; (iv) notify the Eligible Recipient and the Managed Third Party of each Managed Third Party’s non-incidental failure to perform in accordance with their agreements the performance standards or other terms and conditions contained in the Eligible Recipient’s agreement with ▇▇▇▇▇▇▇▇ the Managed Third Party; (v) escalate Managed Third Party performance failures to Managed Third Party management as necessary to achieve timely resolution; (vi) monitor and manage the Managed Third Party’s efforts to remedy a failure of performance; (vii) communicate to the extent ▇▇▇▇▇▇▇▇ makes those agreements available to Provider. Unless otherwise agreed in writing by Eligible Recipient the Parties, Provider shall be responsible for performing Services, complying with Service Levels and providing reports and other deliverables, even where doing so relies upon status of the Managed Third Parties. Unless otherwise specified Party’s efforts to remedy a failure of performance; (viii) recommend retention, replacement, modification, or termination of the Managed Third Party based on the performance or cost benefits to the Eligible Recipient as tracked by Supplier; and (ix) participate and assist in SCHEDULE X the re-sourcing (e.g., extension, renegotiation or agreed in writing by the Parties, Provider shall be responsible for all costs and charges associated with replacement) of such Managed Third Parties and for any failure by any Managed Third Party or its personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Provider or Provider Personnel. Provider shall not be liable for the failure of a Managed Third Party to meet the specific contractual obligation of such Managed Third Party under the Managed Third Party's agreement with ▇▇▇▇▇▇▇▇ or the Eligible Recipient (e.g.requests that re-sourcing. In addition to any other reason for excused performance, Provider will not have to pay for any service level credits payable by a Managed Third Party under its agreement with ▇▇▇▇▇▇▇▇); provided, however, that Provider shall notify ▇▇▇▇▇▇▇▇ of deficiencies or other failures to perform by such Managed Third Party, and shall assist ▇▇▇▇▇▇▇▇ in their appropriate resolution. If if (i) a Service Level Failure failure of Provider Supplier is directly attributable to the failure of a Managed Third Party to meet its service level obligations under the Managed Third Party Agreement, as determined by a Root Cause Analysisperform, (ii) Provider Supplier promptly notifies ▇▇▇▇▇▇▇▇ Eligible Recipient that such Managed Third Party is failing to meet its service level obligation so perform and such failure will impair Provider's Supplier’s ability to meet its corresponding Service Level obligation, and (iii) Provider Supplier uses reasonably diligent efforts to meet such Service Level Levels notwithstanding such failure by the applicable Managed Third Party, then, after establishing that clauses in such event, Supplier shall be excused from its failure to meet the Service Level. Unless otherwise agreed to by Supplier and the applicable Eligible Recipients, such Eligible Recipient shall pay the Managed Third Party directly pursuant to the applicable Third Party Contract between such Eligible Recipient and the applicable Managed Third Party (i“Managed Third Party Agreement”), (ii) and (iii) are satisfied, Provider Supplier shall be given relief from such Service Level obligation in respect of such Managed Third Party's failure to perform. In addition, the Parties shall continually meet and reasonably discuss continuing performance and material non-compliance issues with respect to any Managed Third Party. Provider shall be ▇▇▇▇▇▇▇▇'▇ and reimburse the Eligible Recipients' sole point of contact regarding Recipient for the services provided by such Managed Third Parties.expense incurred in accordance with the payment terms in Exhibit 4. ASCENSION HEALTH CONFIDENTIAL MPSA Page 9