Common use of Procedures Manual Clause in Contracts

Procedures Manual. (a) First Data shall develop, establish, maintain, and comply with a procedure manual (the “Procedures Manual”) for the Services. The Procedures Manual shall be suitable for use by Capital One to understand the Services and shall describe: (i) How First Data shall perform and deliver the Services under this Agreement (including the specific processes specified, or approved, by Capital One for handling interactions with Capital One’s customers); (ii) The Equipment and Software being used, and the documentation (e.g., operations manuals, user guides, specifications) that provides further details of such activities; (iii) The activities First Data proposes to undertake in order to provide the Services, including those direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken to provide services of the type First Data is to provide under this Agreement; (iv) Descriptions of the acceptance testing and quality assurance procedures approved by Capital One; (v) First Data’s problem management and escalation procedures, and the other standards and procedures of First Data pertinent to Capital One’s interaction with First Data in obtaining the Services; (vi) The procedures that First Data proposes to undertake to comply with Applicable Law; (vii) The procedures that First Data proposes to undertake to comply with Capital One’s internal policies, standards and procedures applicable to the Services (including [* * *] that Capital One makes available to First Data from time to time; First Data shall have a reasonable period of time to achieve compliance with such policies, standards and procedures made available by Capital One; (viii) The procedures that First Data proposes to undertake to comply with Capital One’s internal records retention policies; and (ix) Any other standards and procedures of First Data pertinent to Capital One’s interaction with First Data in receiving the Services. (b) Within one hundred twenty (120) days after the Effective Date, First Data shall deliver a draft Procedures Manual to Capital One, for Capital One’s review and comments. First Data shall incorporate reasonable comments or suggestions of Capital One and shall finalize the Procedures Manual within a reasonable time after receiving Capital One’s comments. The final Procedures Manual shall be subject to the approval of Capital One, only to the extent that such Capital One internal policies, standards and procedures are made available to First Data. First Data shall periodically update the Procedures Manual to reflect changes in the operations or procedures described therein. Updates of the Procedures Manual shall be provided to Capital One for review, comment and approval. First Data shall perform the Services in accordance with the Procedures Manual. The Procedures Manual shall not be used to amend this Agreement. If there is a conflict between the provisions of this Agreement and the Procedures Manual, the provisions of this Agreement shall control.