Common use of Policy and Procedures Manual Clause in Contracts

Policy and Procedures Manual. (a) As part of the Services, and at no additional cost to WSI, IBM shall deliver to WSI for its review, comment and approval (i) an outline of the topics to be addressed in the Policy and Procedures Manual within thirty (30) days after the Effective Date, and (ii) a final draft of the Policy and Procedures Manual within ninety (90) days after the Effective Date (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 IBM, 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 the disaster recovery plans) providing further details regarding such Services; and (C) the specific activities to be undertaken by IBM in connection with the Services, including, where appropriate, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by IBM under this Agreement; (ii) the procedures for WSI/IBM interaction and communication, including: (i) call lists; (ii) procedures for and limits on direct communication by IBM with WSI personnel; (iii) problem management and escalation procedures; (iv) priority and project procedures; (v) acceptance testing; (vi) quality assurance procedures and checkpoint reviews; (vii) the Project Change Request Procedures; and (viii) interaction and communication regarding annual and quarterly financial objectives, budgets, and performance goals; (iii) WSI’s existing and applicable procedures to the extent to be used by IBM and as agreed by the Parties; (iv) quality assurance processes and procedures to ensure that the Services are performed in an accurate and timely manner, in accordance with the Service Levels and IBM’s obligations under this Agreement including verification, checkpoint reviews, testing, acceptance and other procedures for WSI to assure the quality and timeliness of IBM’s performance; and (v) practices and procedures addressing such other issues and matters as WSI shall require. (b) IBM shall incorporate any reasonable comments or suggestions of WSI into the Policy and Procedures Manual and shall deliver a final revised version to WSI within fifteen (15) days of its receipt of such comments and suggestions for WSI’s approval. The Policy and Procedures Manual will be delivered and maintained by IBM in hard copy and electronic formats and will be accessible electronically to WSI in a manner consistent with WSI’s security policies. (c) IBM shall perform the Services in accordance with WSI’s then-current policies and procedures until the Policy and Procedures Manual is finalized and agreed upon by the Parties. Thereafter, IBM shall perform the Services in accordance with the Policy and Procedures Manual and this Agreement. In the event of a conflict between the provisions of this Agreement and the Policy and Procedures Manual, the provisions of this Agreement shall control unless the Parties expressly agree otherwise and such agreement is set forth in the relevant portion of the Policy and Procedures Manual. (d) IBM shall promptly modify and update the Policy and Procedures Manual as is necessary to reflect changes in the operations or procedures described therein. IBM shall provide the proposed changes in the manual to WSI for review, comment and approval. To the extent any such change could (i) increase WSI’s total costs of receiving the Services; (ii) require material changes to WSI facilities, systems, software or equipment; (iii) have a material adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource efficiency of the Services, or (iv) violate or be inconsistent with WSI standards, WSI may withhold such approval in its sole discretion. (e) IBM shall own all right, title and interest in the Policy and Procedures Manual, provided, however, that WSI shall be the sole and exclusive owner of all portions of the Policy and Procedures Manual provided by WSI. For those portions not owned by WSI, the Policy and Procedures Manual shall be deemed a Type II Material.

Policy and Procedures Manual. (a) As part of the Services, and at no additional cost to WSIACE, IBM shall deliver to WSI ACE for its review, comment and approval approval, which shall not be unreasonably withheld (i) an outline of the topics to be addressed in the Policy and Procedures Manual within thirty (30) days after of the Effective Commencement Date, and (ii) a final draft of the Policy and Procedures Manual within ninety one hundred and eighty (90180) days after of the Effective Commencement Date (the “"Policy and Procedures Manual”"). At a minimum, ---------------------------- the Policy and Procedures Manual shall include the following: (i1) a detailed description of the Services and the manner in which each will be performed by IBM, including (A) the equipment, software and systems to be procured, operated, supported or used; (Bi) documentation (including operations manuals, user guides, specifications, policies/procedures and the disaster recovery plans) providing further details regarding such Services; and (Cii) the specific activities to be undertaken by IBM in connection with the Serviceseach Service, including, where appropriate, the direction, supervision, monitoring, staffing, reporting, planning and oversight activities to be performed by IBM under this Agreement;; and (ii2) the procedures for WSIACE/IBM interaction and communication, including: including (i) call lists; (ii) procedures for and limits on direct communication by IBM with WSI personnelACE personnel other than the ACE computer operations and programming staff; (iii) problem management and escalation procedures; (iv) priority and project procedures; (v) acceptance testing; and (vi) quality assurance procedures and checkpoint reviews; (vii) the Project Change Request Procedures; and (viii) interaction and communication regarding annual and quarterly financial objectives, budgets, and performance goals; (iii) WSI’s existing and applicable procedures to the extent to be used by IBM and as agreed by the Parties; (iv) quality assurance processes and procedures to ensure that the Services are performed in an accurate and timely manner, in accordance with the Service Levels and IBM’s obligations under this Agreement including verification, checkpoint reviews, testing, acceptance and other procedures for WSI to assure the quality and timeliness of IBM’s performance; and (v) practices and procedures addressing such other issues and matters as WSI shall require. (b) . IBM shall incorporate any reasonable comments or suggestions of WSI ACE into the Policy and Procedures Manual and shall deliver a final revised version to WSI ACE within fifteen (15) days of after its receipt of such comments and suggestions for WSI’s approvalsuggestions. The Policy and Procedures Manual will be delivered and maintained by IBM in hard copy and electronic formats and will be accessible electronically to WSI in a manner consistent with WSI’s security policies. (c) IBM Parties shall perform agree on the Services in accordance with WSI’s then-current policies and procedures until final form of the Policy and Procedures Manual is finalized and agreed upon by the Parties. Thereafter, Manual. (b) IBM shall perform the Services in accordance with the Policy and Procedures Manual and this AgreementManual. In the event of a conflict between the provisions of this Agreement and the Policy and Procedures Manual, the provisions of this Agreement shall control unless the Parties expressly agree otherwise and such agreement is set forth in the relevant portion of a Policy and Procedures Manual approved by ACE in writing. (c) IBM shall perform the Services in accordance with ACE's then current reasonable policies and procedures which policies and procedures shall be provided to IBM until the Policy and Procedures Manual is finalized and agreed upon by the Parties. Thereafter, IBM shall perform the Services in accordance with the Policy and Procedures Manual.. In the event of a conflict between the provisions of this Agreement and the Policy and Procedures Manual, the provisions of this Agreement shall control unless the Parties expressly agree otherwise. Ace/IBM Proprietary Information 31 (d) IBM shall promptly modify and update the Policy and Procedures Manual as is necessary to reflect changes in the operations or procedures described therein. IBM , and shall provide the proposed changes in the manual to WSI ACE for review, comment review and approvalcomment. To the extent any such change would increase the cost of the Services to ACE or could (i) increase WSI’s total costs of receiving the Services; (ii) require material changes to WSI facilities, systems, software or equipment; (iii) have a an material adverse impact on the functionality, interoperability, performancescope, accuracy, speed, responsiveness, responsiveness or quality or resource efficiency of the Services, or (iv) violate or be inconsistent with WSI standards, WSI may withhold such approval in its sole discretion. (e) IBM change shall own all right, title and interest in the Policy and Procedures Manual, provided, however, that WSI shall be the sole and exclusive owner of all portions of the Policy and Procedures Manual provided not take effect until it has been approved by WSI. For those portions not owned by WSI, the Policy and Procedures Manual shall be deemed a Type II Material.ACE