Common use of Services Overview Clause in Contracts

Services Overview. (a) TCS shall perform all Services in such a way that all Resources are utilized to a high degree of efficiency without compromising the timely completion of such activities or implicated Service Levels. The Services described in this Schedule A are not intended to be an all-inclusive description of the tasks that TCS will perform as part of the Services but a representative sampling of the areas the Parties reasonably expect the Services to cover. Additional Services and Service areas may be added to the Agreement during the Term, in which case the Parties shall mutually agree upon which Rates shall apply to such Services. In no event shall any Services performed under the Agreement be subject to time and materials Rates other than those provided in Section 2 of Schedule C (Charges). (b) If any services, functions or responsibilities not specifically described in this Schedule A are either (i) an inherent, necessary or customary part of the Services or (ii) are required or appropriate for the performance and provision of the Services described in this Schedule A, then they will be deemed to be within the scope of the Services as if specified in this Schedule A and not be subject to any fees, expenses or reimbursements except as specified in Schedule C. TCS’ general responsibilities with respect to the Services include the following: (i) Providing Nielsen with reports on a monthly basis (or as frequently as requested by Nielsen) tracking the progress of TCS’ performance of all currently active SOWs as provided in Section 5.7 of the Agreement. In addition, TCS shall provide timely responses to ▇▇▇▇▇▇▇’▇ requests for information and reports necessary to provide updates to business units and provide Nielsen with a soft copy database extract from the database that tracks progress of TCS’ performance of the Services. (ii) Performing the Services in accordance with ▇▇▇▇▇▇▇’▇ strategies, best practices, principles, and standards relating to Operations, technical, data and applications architectures and designs as communicated to TCS. TCS shall contribute to the ongoing development and improvement of such strategies, principles and standards. (iii) Acting as a resource with respect to knowledge and information regarding the Services, as required by Nielsen authorized personnel, entities and Users. This shall include providing information and consulting support with respect to system functionality, providing assistance with interface file testing, designing appropriate test environments, performing system demonstrations and training, and maintaining system documentation. (iv) Using technologically current tools and languages as appropriate and in accordance with ▇▇▇▇▇▇▇’▇ architectural decisions to improve the Services. (v) Investigating problems, providing support as requested by Nielsen, responding to User requests and inquiries, and assisting with the prioritization and maintenance of outstanding work logs. (vi) Integrating into ▇▇▇▇▇▇▇’▇ environment all work performed for Nielsen by third Parties, including third Parties contracting directly with Nielsen. (vii) Providing a pool of experienced, high-quality TCS personnel that will be dedicated to the Nielsen account throughout the Term of this Agreement. (c) Notwithstanding anything to the contrary contained herein, nothing in this Section 1.2 shall be interpreted as giving TCS responsibility for Nielsen strategic, governance or architectural decisions. Nielsen shall retain the ultimate responsibility in these areas, while TCS will, upon ▇▇▇▇▇▇▇’▇ request, provide insight and advice, either informally or under specific SOWs for consulting Services. (d) Due diligence activities performed by TCS as well as travel and expenses pre-approved by Nielsen shall be chargeable to Nielsen. If the work pursued by Nielsen results in new volume to TCS, then the due diligence fees paid by Nielsen in pursuit of such new work shall be refundable.