Common use of Procedures Manual Clause in Contracts

Procedures Manual. (a) Within one-hundred twenty (120) days after the Commencement Date, EDS shall deliver to Coors for review and comment a draft of a manual (the "Procedures Manual") describing in detail how EDS shall perform the Services, the Equipment and Software used to provide the Services, the documentation (such as operations manuals, user guides, and forms of Service Level reports and requests for approvals or information) which provides further information regarding the Services, and the interfaces between EDS and Coors. The Procedures Manual shall describe the activities EDS proposes to undertake in order to provide the Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight activities normally undertaken at facilities that provide services of the type EDS shall provide under this Agreement, and further including acceptance testing and quality assurance procedures approved by Coors. EDS shall incorporate any reasonable comments and suggestions made by Coors within 30 days following Coors' receipt of EDS' draft of the Procedures Manual and shall deliver a revised Procedures Manual to Coors within one hundred eighty (180) days after the Commencement Date. The final Procedures Manual shall be subject to Coors' approval. (b) EDS shall update the Procedures Manual throughout the Term to reflect changes in the Services and the procedures and resources used to provide the Services. Updates to the Procedures Manual shall also be provided to Coors for review, comment and approval. (c) EDS shall perform the Services in accordance with the then-existing Procedures Manual. In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control.

Procedures Manual. (a) Within one-hundred twenty (120) days after the Commencement Date, EDS shall deliver to Coors for review and comment a draft of a manual (the "30.3.1 The “Procedures Manual") describing in detail ” shall comply with the “Governance and Relationship Management” Exhibit and shall describe how EDS Supplier shall perform and deliver the Services under the Agreement, Customer’s Tools, Software and systems being used; work flows, work plans, and process flows pertinent to the Services, the Equipment ; and Software used to provide the Services, the documentation (such as operations manuals, user guides, and forms of Service Level reports and requests for approvals or information) which provides further information regarding the Services, and the interfaces between EDS and Coorsapplicable documentation. The Procedures Manual shall describe the activities EDS Supplier proposes to undertake in order to provide the Services, including, where appropriate, including those direction, supervisionsupervisory, monitoring, quality assurance, staffing, reporting, planning and oversight activities normally undertaken at facilities that by first tier contract manufacturing suppliers to provide services of the type EDS shall Supplier is to provide under this the Agreement, and further including acceptance testing and . The Procedures Manual also shall include descriptions of the quality assurance procedures approved by CoorsCustomer, Supplier’s problem management and escalation procedures, and the other standards and procedures pertinent to Customer’s interaction with Supplier in obtaining the Services. EDS shall incorporate any reasonable comments and suggestions Any changes made by Coors within 30 days following Coors' receipt of EDS' draft of to the Procedures Manual by Supplier shall be provided to Customer and shall deliver a revised may be freely used by Customer in Customer’s own manufacturing. The Procedures Manual shall be suitable for use by Customer to Coors within one hundred eighty (180) days after understand the Commencement DateServices and Supplier’s organization, resources, methods, procedures and processes for performing, providing and managing the Services and both Parties’ obligations under the Agreement. 30.3.2 The Procedures Manual shall be prepared, reviewed, finalized and agreed to by the Parties in accordance with the timelines set forth in the initial Statement of Work. The final Procedures NCR and Jabil Confidential 45330990v.3 Manual shall be subject to Coors' approval. the written approval of Customer. Supplier shall periodically (bbut not less frequently than on a calendar quarterly basis) EDS shall update the Procedures Manual throughout the Term to reflect changes in the Services operations or procedures described therein, publish and distribute the procedures and resources used Procedures Manual to provide the ServicesCustomer. Updates to the Procedures Manual shall also be provided to Coors Customer for review, comment and approval. (c) EDS . Supplier shall perform the Services in accordance with the thenmost recent Customer-existing approved version of the Procedures Manual. In the event of a conflict between the provisions of this Agreement and Subject to Section 30.4.2, the Procedures ManualManual shall be considered an operational document, which Supplier Account Executive and Customer Account Executive may revise by mutual written agreement without the provisions of this Agreement shall controlneed to amend the Agreement.

Procedures Manual. (a) Within one-hundred twenty ninety (12090) days after the Commencement Datecommencement of Services under any Service Agreement, EDS Supplier shall deliver to Coors Wards for review and comment a draft of a manual (the "Procedures Manual") describing in detail how EDS Supplier shall perform the Services, the Equipment and Software used to provide the Services, and the documentation (such as as, for example, operations manuals, user guides, and forms of Service Level reports reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and the interfaces between EDS and Coors. The Procedures Manual shall describe the activities EDS Supplier proposes to undertake in order to provide the Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight overseeing activities normally undertaken at facilities that provide services of the type EDS Supplier shall provide under this Agreement, and further including acceptance testing and quality assurance procedures approved by CoorsWards. EDS The Procedures Manual shall be based on the Wards procedures manual in use immediately before the commencement of Services under such Service Agreement Supplier shall incorporate any reasonable comments and suggestions made by Coors within 30 days following Coors' receipt of EDS' draft of the Procedures Manual Wards and shall deliver a revised Procedures Manual to Coors within one hundred eighty fifteen (18015) days after the Commencement Datereceipt of Wards' comments. The final Procedures Manual shall be subject to CoorsWards' approval. (b) EDS Supplier shall update the Procedures Manual throughout the Term to reflect changes in the Services and the procedures and resources used to provide the Services. Updates to the Procedures Manual shall also be provided to Coors Wards for review, comment and approval. Supplier shall update and deliver to Wards for approval portions of the Procedures Manual relating to any material operational change in the Services within fifteen (15) days of such change. (c) EDS Supplier shall perform the Services in accordance with the then-existing current version of the Procedures Manual. In The Procedures Manual shall be for operational purposes only, and shall not constitute a contractual document. Accordingly, in the event of a conflict between the provisions of this Agreement and the a Procedures Manual, the provisions of this Agreement shall control, and Wards' acceptance of the Procedures Manual shall not be deemed a waiver of any rights of Wards.

Procedures Manual. (a) Within one-hundred twenty thirty (12030) days after the Commencement Datecommencement of Services under any Service Agreement or within such other time period specified in the applicable Service Agreement in cases where no existing procedures manual can be provided to Supplier by Advantica, EDS Supplier shall deliver to Coors Advantica for review and comment a draft of a manual (the "Procedures Manual") describing in detail how EDS Supplier shall perform the Services, the Equipment and Software used to provide the Services, and the documentation (such as as, for example, operations manuals, user guides, and forms of Service Level reports reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and the interfaces between EDS and Coors. The Procedures Manual shall describe the activities EDS Supplier proposes to undertake in order to provide the Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight overseeing activities normally undertaken at facilities that provide services of the type EDS Supplier shall provide under this Agreement, and further including acceptance testing and quality assurance procedures approved by CoorsAdvantica. EDS The Procedures Manual shall be based on the Advantica procedures manual in use immediately before the commencement of Services under such Service Agreement if such procedures manual exists and can be provided by Advantica. Supplier shall incorporate any reasonable comments and suggestions made by Coors within 30 days following Coors' receipt of EDS' draft of the Procedures Manual Advantica and shall deliver a revised Procedures Manual to Coors within one hundred eighty fifteen (18015) days after the Commencement Datereceipt of Advantica's comments. The final Procedures Manual shall be subject to Coors' Advantica's approval. (b) EDS Supplier shall update the Procedures Manual throughout the applicable Service Agreement Term to reflect changes in the Services and the procedures and resources used to provide the Services. Updates to the Procedures Manual shall also be provided to Coors Advantica for review, comment and approval. Supplier shall update and deliver to Advantica for approval portions of the Procedures Manual relating to any material operational change in the Services within fifteen (15) days of such change. (c) EDS Supplier shall perform the Services in accordance with the then-existing current version of the Procedures Manual. In The Procedures Manual shall be for operational purposes only, and shall not constitute a contractual document. Accordingly, in the event of a conflict between the provisions of this Agreement and the a Procedures Manual, the provisions of this Agreement shall control, and Advantica's acceptance of the Procedures Manual shall not be deemed a waiver of any rights of Advantica.

Procedures Manual. (a) Within one-hundred twenty (120) days after the Commencement Date, EDS shall deliver to Coors for review and comment a draft of a manual (the "The “Procedures Manual"” is a document (or set of documents) to be prepared by Supplier describing in detail how EDS shall Supplier will perform and deliver the ServicesServices under this Agreement, the Equipment and Software used to provide the Servicesused, and the documentation (such as e.g., operations manuals, user guides, and forms specifications) that provide further details of Service Level reports and requests for approvals or information) which provides further information regarding the Services, and the interfaces between EDS and Coorsactivities. The Procedures Manual shall will describe the activities EDS proposes to Supplier shall undertake in order to provide the Services, including, where appropriate, including those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight activities normally undertaken at facilities that to provide services of the type EDS shall Supplier is to provide under this Agreement, and further including . The Procedures Manual also will include descriptions of the acceptance testing and quality assurance procedures approved by CoorsHealth Net, Supplier’s problem management and escalation procedures, and the other standards and procedures of Supplier pertinent to Health Net’s interactions with Supplier in obtaining the Services. EDS shall incorporate any reasonable comments and suggestions made by Coors within 30 days following Coors' receipt of EDS' draft of the The Procedures Manual must be suitable for use by Health Net to understand the Services. (b) Working in consultation with Health Net, Supplier will deliver to Health Net for review and shall deliver comment, a revised draft Procedures Manual describing the Services transitioned from Health Net to Coors Supplier during each transition wave within one hundred eighty ninety (18090) days after the Commencement Dateoccurrence of each transition wave. Supplier will incorporate or address reasonable Terms and Conditions 42 Health Net / Cognizant Confidential Final Execution Version comments or suggestions of Health Net and will finalize the Procedures Manual with respect to each wave, within one hundred fifty (150) days after the occurrence of such wave. The final Procedures Manual shall will be subject to Coors' approvalthe approval of Health Net. (bc) EDS shall The Procedures Manual will be considered an operational document, which Supplier may revise with the written approval of Health Net’s Program Manager without the need to amend this Agreement. Supplier will periodically update the Procedures Manual throughout the Term to reflect changes in the Services and the operations or procedures and resources used to provide the Servicesdescribed in it. Updates to of the Procedures Manual shall also will be provided to Coors Health Net for review, comment and approval. (cd) EDS shall Supplier will perform the Services in accordance with the thenmost recent Health Net-existing approved version of the Procedures Manual. In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall will control. (e) Notwithstanding anything to the contrary in Section 15 (Intellectual Property Rights), Health Net and its Affiliates may retain and Use the Procedures Manual in their businesses and for their benefit both during the Term and following the expiration or termination of this Agreement for any reason. Subject to appropriate non-disclosure agreements for the limited purpose of protecting any Independent IP of Supplier incorporated into the Procedures Manual, Health Net and its Affiliates may permit any of their other service providers to use the Procedures Manual during and after the Term, but solely in connection with their provision of services for Health Net and its Affiliates.

Procedures Manual. Unless the applicable Authorization Letter contains a different process for creating and changing the applicable Procedures Manual, then the following shall apply: (a) Initial Procedures Manual. ------------------------- (i) Within oneforty-hundred twenty five (12045) days after following the Services Commencement DateDate of each Authorization Letter, EDS shall deliver to Coors STK for review and comment a comprehensive, complete draft of a manual which complies with STK's ISO certification requirements (the "Procedures Manual"): (1) describing in detail how the activities EDS shall perform the Services, the Equipment and Software used to provide the ServicesServices in the applicable Authorization Letter, including, where appropriate, direction, supervision, monitoring, quality assurance, staffing, reporting, planning, and testing activities and procedures normally undertaken at facilities that provide services of the type EDS shall provide under the applicable Authorization Letter, and (2) including the documentation (such as as, for example, operations manuals, user guides, and forms of Service Level reports reports, call lists, escalation procedures, emergency procedures, and requests for approvals or information) which provides further information regarding the Services, and and (3) is based: (a) on the interfaces between EDS and Coors. The Procedures Manual shall describe the activities EDS proposes to undertake in order STK procedures manual used to provide the Servicesparticular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, includingif STK desires to have such manual be used for such purpose, where appropriateand/or (b) on the STK procedures used to provide the particular Services reflected in such Authorization Letter immediately before the effective date of each Authorization Letter, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight activities normally undertaken at facilities that provide services of the type EDS if STK desires to have such STK procedures used for such purpose. (ii) STK shall provide under this Agreement, and further including acceptance testing and quality assurance procedures approved by Coorscomments on the Procedures Manual to EDS within fifteen (15) days after STK's receipt. EDS shall incorporate any reasonable mutually agreeable comments and suggestions made by Coors within 30 days following Coors' receipt of EDS' draft of the Procedures Manual STK and shall deliver a revised Procedures Manual within fifteen (15) days after receipt of STK's comments. (iii) The process set forth in Section 1.11(a)(ii) shall be repeated until the Parties agree upon the contents of the Procedures Manual. If the Parties are not able to Coors within agree upon the contents of the Procedures Manual after either: (1) the process set forth in Section 1.11(a)(ii) has been followed a total of three times, or, (2) one hundred eighty twenty (180120) days after the Commencement Authorization Letter Effective Date. The final Procedures Manual , then the Parties shall be subject to Coors' approval. (b) EDS shall update the Procedures Manual throughout the Term to reflect changes in the Services and the procedures and resources used to provide the Services. Updates proceed to the Procedures Manual shall also be provided to Coors for review, comment and approvaldispute resolution process set forth in Article IX. (c) EDS shall perform the Services in accordance with the then-existing Procedures Manual. In the event of a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control.

Procedures Manual. (a) Within one-hundred twenty (120) days after the Commencement Date, EDS shall deliver to Coors for review and comment The Supplier must prepare a draft Procedures Manual for the approval of a manual (the "Procedures Manual") describing in detail how EDS shall perform Customer as part of the Transition In Services, the Equipment and Software used to provide the Services, the documentation (such as operations manuals, user guides, and forms of Service Level reports and requests for approvals or information) which provides further information regarding the Services, and the interfaces between EDS and Coors. The Procedures Manual shall will describe the activities EDS proposes to undertake in order to provide key attributes of the Managed Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning : the governance arrangements between the Customer and oversight activities normally undertaken at facilities that provide services the Supplier; the governance arrangements dealing with the Supplier and any third parties; the protocols for managing security issues between the Parties; the protocols for identifying and managing risks; how the key aspects of the type EDS shall Managed Services will be provided to the Customer; the procedures for providing Additional Services; and how user complaints and disputes will be managed. The Procedures Manual is not required to document the details of how every aspect of the Managed Services is to be provided; rather, it is required to describe the key attributes of the Managed Services delivery. Within 14 days of receipt of the draft Procedures Manual the Customer must: approve the Procedures Manual; or provide under this Agreementwritten notice of any changes to the draft Procedures Manual that it requires, and further including acceptance testing provided those changes are reasonable, the Supplier must update the Procedures Manual and quality assurance procedures re-submit it for approval by the Customer. Once the Procedures Manual has been approved by Coorsthe Customer it forms part of the Supply Contract and the Parties must perform their obligations in accordance with it. EDS shall incorporate The Supplier must, at no additional cost to the Customer, update the Procedures Manual if there is a variation to the Supply Contract that impacts on any reasonable comments and suggestions made by Coors within 30 days following Coors' receipt of EDS' draft the contents of the Procedures Manual. As the Supplier makes each update the updated version of the Procedures Manual must be approved by the Customer using the procedure in clauses 17.4(a) and shall deliver a revised 17.4(b). Once each updated Procedures Manual to Coors within one hundred eighty (180) days after has been approved by the Commencement Date. The final Procedures Manual shall be subject to Coors' approval. (b) EDS shall update Customer, it forms part of the Procedures Manual throughout the Term to reflect changes in the Services Supply Contract and the procedures and resources used to provide the Services. Updates to the Procedures Manual shall also be provided to Coors for review, comment and approval. (c) EDS shall Parties must perform the Services their obligations in accordance with it. If stated in the then-existing Procedures Manual. In the event of Purchase Order that a conflict between the provisions of this Agreement and the Procedures ManualBusiness Contingency Plan is required, the provisions Supplier must, within the time stated in the Purchase Order or as otherwise agreed in writing, prepare a Business Contingency Plan for the approval of this Agreement shall controlthe Customer. The Business Contingency Plan must include the details stated in the Purchase Order or as otherwise agreed in writing. The Supplier must provide the Customer with a copy of the approved Business Contingency Plan. The Business Contingency Plan must be reviewed, updated and tested by the Supplier at the intervals stated in the Purchase Order. If there is an interruption to the Customer’s business that is contemplated by the Business Contingency Plan the Supplier must perform the obligations in the Business Contingency Plan. The Customer must provide the Supplier with any assistance reasonably required by the Supplier to create and perform the Business Contingency Plan.

Procedures Manual. (a) Within one-hundred twenty (120) days Each EDS Provider shall, [*****] after the Commencement DateEffective Date applicable to it, EDS shall deliver to Coors for review and comment a draft of a manual (the "each a “Procedures Manual"”) describing in detail how such EDS Provider shall perform the ServicesServices to be performed by such EDS Provider, the Equipment and Software used to provide the Services, the documentation (such as operations manuals, user guides, and forms of Service Level reports and requests for approvals or information) which provides further information regarding the Services, and the interfaces between such EDS Provider and its corresponding Coors Recipient and Coors. The Such Procedures Manual shall describe the activities such EDS Provider proposes to undertake in order to provide the Services, including, where appropriate, those direction, supervision, monitoring, quality assurance, staffing, reporting, planning and oversight activities normally undertaken at facilities that provide services of the type such EDS Provider shall provide under this Agreement, and further including acceptance testing and quality assurance procedures approved by Coors. Such EDS Provider shall incorporate any reasonable comments and suggestions made by Coors within 30 days following [*****] Coors' ’ receipt of EDS' such EDS Provider’s draft of the its Procedures Manual and shall deliver a revised Procedures Manual to Coors within one hundred eighty (180) days [*****] after the Commencement DateEffective Date applicable to it. The Such EDS Provider’s final Procedures Manual shall be subject to Coors' ’ approval. Notwithstanding the provisions of subsection (b) below, the timeframes in this subsection (a) shall also be applicable to the revisions of the EDS/Coors Procedures Manual necessary as a result of the execution of the Local Country Agreement between EDS-UK and CBL and the migration of the Coors Help Desk from the Sacramento Data Center to New Zealand. (b) The EDS Providers shall update the their respective Procedures Manual Manuals throughout the Term (including, if necessary, within thirty (30) days following the execution by another EDS Provider of a Local Country Agreement) to reflect changes in the Services and the procedures and resources used to provide the ServicesServices (including, for purposes of clarity, any changes an EDS Provider is required to make to its provision of the Services as a result of another EDS Provider’s execution of a Local Country Agreement). Each EDS Provider shall also update its Procedures Manual within thirty (30) days of its receipt of a request to do so from Coors, to address the matters identified in Coors’ request. Updates to the Procedures Manual Manuals shall also be provided to Coors for review, comment and approval. (c) Each EDS Provider shall perform the Services in accordance with the its then-existing Procedures Manual. In the event of a conflict between the provisions of this Agreement and the a Procedures Manual, the provisions of this Agreement shall control.