PROVISION OF METHODOLOGIES/TECHNOLOGY; BENCHMARKING Clause Samples

PROVISION OF METHODOLOGIES/TECHNOLOGY; BENCHMARKING. (a) In providing the Services to Client, Service Provider shall use commercially reasonable efforts to advise Client during Steering Committee meetings of potential opportunities to reduce costs or increase benefits through mutually agreed implementation of proven methodologies and technology. (b) The Benchmarking Process shall be conducted by the Benchmarker. In the event (i) a Benchmarker is no longer providing the services required to conduct the Benchmarking Process, (ii) Client ---------- * Confidential information has been omitted. and Service Provider agree that the Benchmarker should be replaced or (iii) Client and Service Provider determine that another Benchmarker would be needed to take advantage of another system or methodology utilized by such Benchmarker to conduct the Benchmarking Process, Client and Service Provider shall promptly agree upon and designate a replacement Benchmarker. The fees and expenses charged by the replacement Benchmarker shall be paid [***]* (c) The Benchmarker shall conduct the Benchmarking Process no more frequently than [***]* in respect of each Contract Year. Within [***]* after the beginning of each Contract Year, or as otherwise agreed upon by the Parties, Client and Service Provider shall (i) agree upon the period during which the Benchmarking Process shall be conducted in such Contract Year and (ii) review the Benchmarking Process used during the preceding Contract Year and adjust the Benchmarking Process as may be agreed upon by the Parties in writing for the current Contract Year. Client and Service Provider shall review the Benchmark Results during the Benchmark Review Period and shall adjust the Charges in accordance with Schedule AF.
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