Common use of TIME AND MATERIALS SERVICES Clause in Contracts

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if available from CWC, GM may obtain on a time and materials basis from CWC certain consulting, development and other Services (excluding maintenance and support Services) agreed upon by the parties in accordance with the following terms and conditions: (i) GM may specify on a Purchase Order the number and names or skill levels of CWC employees ("Employees") required to perform Services. In the event GM requests replacement of an Employee or a proposed Employee, CWC shall, within ten (10) working days of receipt of such notification from GM, provide a substitute Employee of sufficient skill, and training to perform the applicable Services. In the event GM requests replacement of any Employee within the first ten (10) days of such Employee's commencement of Services, GM shall not be required to pay for Services provided by such Employee and CWC shall refund to GM all amounts paid for such Employee's Services. If GM otherwise requests replacement of an Employee, GM shall not be required to pay for and shall be entitled to a refund of any sums paid to CWC for such Employee's Services from the date of GM's requested replacement of such Employee. (ii) CWC shall not replace any Employee, who has been designated as a key Employee by GM ("Key Employee") then currently performing Services without GM's consent until the Statement of Work or Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing, CWC may replace any Key Employee for reasons relating to the Employee's termination with CWC, promotion, illness, death, or causes beyond CWC's control. (iii) GM shall reimburse CWC for the reasonable direct expenses (excluding overhead and fringe benefits) of its Employees incurred in the performance of Services if requested in advance and approved by GM. Expenses related to travel, lodging, and meals shall be reimbursed in accordance with GM's guidelines for its own employees, as set forth in Exhibit 3(b)(iii). (iv) CWC shall maintain records, for a period of three (3) years following the performance of time and materials Services, which adequately substantiate the applicability and accuracy of charges for such Services and related expenses to GM and shall, upon receipt of reasonable advance notice from GM, produce such records for audit by GM. (v) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice without charge or penalty, upon written notice to CWC.

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if If available from CWCChordiant, GM EDS may --------------------------- obtain on a time and materials basis from CWC certain Chordiant consulting, development and other Services (excluding maintenance and support ServicesServices which are provided pursuant to other sections of this Agreement) agreed upon by the parties in accordance with the following terms and conditions:conditions set forth below. (ia) GM EDS may specify reasonably request on a Purchase Order purchase order the number and names or skill levels of CWC employees ("Employees") required Employees to perform Services. In . (b) During the event GM requests course of performance of Services, EDS may request replacement of an Employee or a proposed Employee. In such event, CWC shallChordiant shall use best efforts to provide, within ten five (105) working days of receipt of such notification request from GMEDS, provide a substitute Employee of sufficient skill, knowledge, and training to perform the applicable Services. In If, after use of best efforts, Chordiant is unable to provide such substitute Employee, EDS may, at its sole option, retain the event GM requests replacement Services of any said unacceptable Employee until such time as Chordiant provides an acceptable substitute Employee. If, within the first ten thirty (1030) days of such after an Employee's commencement of Services, GM EDS notifies Chordiant (i) such Employee's level of performance is unacceptable, (ii) such Employee has failed to perform as required, or (iii) such Employee, in EDS' sole opinion, lacks the skill, knowledge or training to perform at the required level, then EDS shall not be required to pay for Services provided by such Employee during such period and CWC Chordiant shall refund to GM EDS all amounts paid for such Employee's Services; however, EDS shall pay for any Work Product created by said Employee which EDS continues to use after the replacement of said Employee and if EDS decides to retain the services of said Employee because no acceptable substitute has been made available, then EDS shall pay for any services performed after the date of notice to Chordiant at a discounted rate mutually agreed to by the parties. If GM otherwise EDS requests replacement of an EmployeeEmployee for the above- referenced reasons after such thirty (30) day time period, GM or at any time for a reason other than the reasons indicated above, EDS shall not be required to pay for for, and shall be entitled to a refund of of, any sums paid to CWC Chordiant for such Employee's Services from after the date of GM's EDS' requested replacement of such Employee. (iic) CWC Chordiant shall not replace any Employeereplace, who has been designated as a key without EDS' consent (which shall not be unreasonably withheld or delayed), an Employee by GM ("Key Employee") then currently performing Services without GM's consent Services, for which the Employee is uniquely qualified, this includes but is not limited to: (i) EDS has provided training to said Employee to enable them to perform the Service, or (ii) EDS specifically requested and Chordiant agreed to provide said Employee to perform the Service; until the Statement of Work or governing Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing; however, CWC Chordiant may replace any Key replace, without EDS' consent, an Employee for reasons relating to the Employee's termination with CWCChordiant, promotion, demotion, illness, death, or causes beyond CWCChordiant's control. (iiid) GM EDS shall reimburse CWC Chordiant for the reasonable direct expenses (excluding overhead and fringe benefits) of its incurred by Employees incurred in the performance of Services (if requested by EDS or requested by Chordiant in advance and approved by GM. Expenses EDS) which are related to travel, lodging, and meals meals; such expenses shall be reimbursed in accordance with GM's EDS' guidelines for its own employees, as set forth in Exhibit 3(b)(iii). (ive) CWC Chordiant shall maintain recordsestablish and shall retain, for a period of three (3) years following the performance of time and materials Services, records which adequately substantiate the applicability and accuracy of charges Charges for such Services and related expenses to GM and shall, upon EDS. Upon receipt of reasonable thirty (30) days advance notice from GMEDS, Chordiant shall produce such records for audit by GMEDS subject to the confidentiality provisions of this Agreement. (vf) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice at any time without charge or penalty, upon five (5) business days advance written notice to CWCChordiant, provided that EDS shall pay for Services already performed prior to the effective date of such notice.

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if If available from CWCAnacomp, GM EDS may obtain on a time and materials basis from CWC certain Anacomp consulting, development and other Services (excluding maintenance and support ServicesServices which are provided pursuant to other sections of this Agreement) agreed upon by the parties in accordance with the following terms and conditions:conditions set forth below. (ia) GM EDS may specify on a Purchase Order purchase order the names, required number and names or skill levels of CWC employees ("Employees") required Employees to perform Services. In . (b) During the event GM requests course of performance of Services, EDS may request replacement of an Employee or a proposed Employee. In such event, CWC Anacomp shall, within ten five (105) working days of receipt of such notification request from GMEDS, provide a substitute Employee of sufficient skill, knowledge, and training to perform the applicable Services. In the event GM requests replacement of any Employee If, within the first ten (10) days of such after an Employee's commencement of Services, GM EDS notifies Anacomp that (i) such Employee's level of performance is unacceptable, (ii) such Employee has failed to perform as required, or (iii) such Employee, in EDS' sole but reasonable opinion, lacks the skill, knowledge or training to perform at the required level, then Anacomp agrees that EDS shall not be required to pay for Services provided by such Employee during such period and CWC Anacomp shall refund to GM EDS all amounts paid for such Employee's Services. If GM otherwise EDS requests replacement of an EmployeeEmployee for the above-referenced reasons after such ten (10) day time period, GM or at any time for a reason other than the reasons indicated above, EDS shall not be required to pay for for, and shall be entitled to a refund of of, any sums paid to CWC Anacomp for such Employee's ' s Services from after the date of GM's EDS' requested replacement of such Employee. (iic) CWC Anacomp shall not replace any Employeereplace, who has been designated as a key without EDS' consent (which shall not be unreasonably withheld), an Employee by GM ("Key Employee") then currently performing Services without GM's consent until the Statement of Work or governing Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing; however, CWC Anacomp may replace any Key replace, without EDS' consent, an Employee for reasons relating to the Employee's termination with CWCAnacomp, promotion, illness, death, or causes beyond CWCAnacomp's control. (iiid) GM EDS shall reimburse CWC Anacomp for the reasonable direct expenses (excluding overhead and fringe benefits) of its incurred by Employees incurred in the performance of Services (if requested by Anacomp in advance and approved by GM. Expenses EDS) which are related to travel, lodging, and meals meals; such expenses shall be reimbursed in accordance with GM's EDS' guidelines for its own employees, . A copy of such guidelines is attached hereto as set forth in Exhibit 3(b)(iii).H. (ive) CWC Anacomp shall maintain recordsestablish and shall retain, for a period of three (3) years following the performance of time and materials Services, records which adequately substantiate the applicability and accuracy of charges Charges for such Services and related expenses to GM and shall, upon EDS. Upon receipt of reasonable advance notice from GMEDS, Anacomp shall produce such records for audit by GMEDS. (vf) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice at any time without charge or penalty, upon written notice to CWCAnacomp, except that EDS agrees to pay Anacomp any direct, verifiable, non-recoverable and reasonable costs incurred by Anacomp as a result of such cancellation and any amounts due for Services rendered.

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if If available from CWCChordiant, GM EDS may --------------------------- obtain on a time and materials basis from CWC certain Chordiant consulting, development and other Services (excluding maintenance and support ServicesServices which are provided pursuant to other sections of this Agreement) agreed upon by the parties in accordance with the following terms and conditions:conditions set forth below. (ia) GM EDS may specify reasonably request on a Purchase Order purchase order the number and names or skill levels of CWC employees ("Employees") required Employees to perform Services. In . (b) During the event GM requests course of performance of Services, EDS may request replacement of an Employee or a proposed Employee. In such event, CWC shallChordiant shall use best efforts to provide, within ten five (105) working days of receipt of such notification request from GMEDS, provide a substitute Employee of sufficient skill, knowledge, and training to perform the applicable Services. In If, after use of best efforts, Chordiant is unable to provide such substitute Employee, EDS may, at its sole option, retain the event GM requests replacement Services of any said unacceptable Employee until such time as Chordiant provides an acceptable substitute Employee. If, within the first ten thirty (1030) days of such after an Employee's commencement of Services, GM EDS notifies Chordiant (i) such Employee's level of performance is unacceptable, (ii) such Employee has failed to perform as required, or (iii) such Employee, in EDS' sole opinion, lacks the skill, knowledge or training to perform at the required level, then EDS shall not be required to pay for Services provided by such Employee during such period and CWC Chordiant shall refund to GM EDS all amounts paid for such Employee's Services; however, EDS shall pay for any Work Product created by said Employee which EDS continues to use after the replacement of said Employee and if EDS decides to retain the services of said Employee because no acceptable substitute has been made available, then EDS shall pay for any services performed after the date of notice to Chordiant at a discounted rate mutually agreed to by the parties. If GM otherwise EDS requests replacement of an EmployeeEmployee for the above- referenced reasons after such thirty (30) day time period, GM or at any time for a reason other than the reasons indicated above, EDS shall not be required to pay for for, and shall be entitled to a refund of of, any sums paid to CWC Chordiant for such Employee's Services from after the date of GM's EDS' requested replacement of such Employee. (iic) CWC Chordiant shall not replace any Employeereplace, who has been designated as a key without EDS' consent (which shall not be unreasonably withheld or delayed), an Employee by GM ("Key Employee") then currently performing Services without GM's consent Services, for which the Employee is uniquely qualified, this includes but is not limited to: (i) EDS has provided training to said Employee to enable them to perform the Service, or (ii) EDS specifically requested and Chordiant agreed to provide said Employee to perform the Service; until the Statement of Work or governing Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing; however, CWC Chordiant may replace any Key replace, without EDS' consent, an Employee for reasons relating to the Employee's termination with CWCChordiant, promotion, demotion, illness, death, or causes beyond CWCChordiant's control. [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (iiid) GM EDS shall reimburse CWC Chordiant for the reasonable direct expenses (excluding overhead and fringe benefits) of its incurred by Employees incurred in the performance of Services (if requested by EDS or requested by Chordiant in advance and approved by GM. Expenses EDS) which are related to travel, lodging, and meals meals; such expenses shall be reimbursed in accordance with GM's EDS' guidelines for its own employees, as set forth in Exhibit 3(b)(iii). (ive) CWC Chordiant shall maintain recordsestablish and shall retain, for a period of three (3) years following the performance of time and materials Services, records which adequately substantiate the applicability and accuracy of charges Charges for such Services and related expenses to GM and shall, upon EDS. Upon receipt of reasonable thirty (30) days advance notice from GMEDS, Chordiant shall produce such records for audit by GMEDS subject to the confidentiality provisions of this Agreement. (vf) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice at any time without charge or penalty, upon five (5) business days advance written notice to CWCChordiant, provided that EDS shall pay for Services already performed prior to the effective date of such notice.

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if If available from CWCASI, GM EDS may obtain on a time and materials basis from CWC certain ASI consulting, development and other Services (excluding maintenance and support ServicesServices which are provided pursuant to other sections of this Agreement) agreed upon by the parties in accordance with the following terms and conditions:conditions set forth below. (ia) GM EDS may specify on a Purchase Order purchase order the names, required number and names or skill levels of CWC employees ("Employees") required Employees to perform Services. In . (b) If, during the event GM requests replacement of an Employee or a proposed Employee, CWC shall, within first ten (10) working days following commencement of performance of Services (the "Start Period"), EDS notifies ASI that (i) an Employee's level of performance is unacceptable to EDS, (ii) an Employee has failed to perform as required, or (iii) an Employee, in EDS' reasonable opinion, lacks the skill, knowledge or training to perform at the required level (the "Deficiency"), then ASI shall have ten (10) working days from receipt of such notification from GMnotice to correct the Deficiency so identified by EDS (the "Correction Period"). (c) EDS may request the replacement of such Employee if, in EDS' opinion, ASI fails to correct the Deficiency within the Correction Period. Upon such request by EDS for replacement, ASI shall have five (5) working days following the receipt of such a request to provide a substitute Employee Employee, if one is available to ASI, of sufficient skill, knowledge, and training to perform the applicable Services. In the event GM requests replacement of any Employee within the first ten . (10d) days of such Employee's commencement of Services, GM EDS shall not be required to pay for Services performed by an Employee replaced under subsection (c) above and shall receive a refund for any amounts previously paid for such Services provided that EDS' notice to ASI identifying the Deficiency was given within the Start Period. (e) If EDS requests the replacement of an Employee at any time after the Start Period, EDS shall pay for Services performed by such Employee and CWC shall refund up to GM all amounts paid for such Employee's Services. If GM otherwise requests replacement of an Employee, GM shall not be required to pay for and shall be entitled to a refund of any sums paid to CWC for such Employee's Services from the date of GM's requested EDS' request that such Employee be replaced (the "Replacement Date"). If, pursuant to subsection (c) above, ASI is unable to provide a replacement of Employee, then EDS shall receive a refund for any amounts previously paid for Services performed by such EmployeeEmployee after the Replacement Date. (iif) CWC ASI shall not replace any Employeereplace, who has been designated as a key without EDS' consent, an Employee by GM ("Key Employee") then currently performing Services without GM's consent until the Statement of Work or governing Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing; however, CWC ASI may replace any Key replace, without EDS' consent, an Employee for reasons relating to the Employee's termination with CWC, promotion, illness, death, or causes beyond CWC's control.'s (iiig) GM EDS shall reimburse CWC ASI for the reasonable direct expenses (excluding overhead and fringe benefits) of its incurred by Employees incurred in the performance of Services (if requested by ASI in advance and approved by GM. Expenses EDS) which are related to travel, lodging, and meals meals; such expenses shall be reimbursed in accordance with GM's EDS' guidelines for its own employees, as set forth in Exhibit 3(b)(iii). (ivh) CWC ASI shall maintain recordsestablish and shall retain, for a period of three (3) years following the performance of time and materials Services, records which adequately substantiate the applicability and accuracy of charges Charges for such Services and related expenses to GM and shall, upon EDS. Upon receipt of reasonable advance notice from GMEDS, ASI shall produce such records for audit by GMEDS. (vi) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice at any time without charge or penalty, upon written notice to CWCASI.

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if If available from CWCMigraTEC, GM EDS may obtain on a time and materials basis from CWC certain MigraTEC consulting, development and other Services (excluding maintenance and support ServicesServices which are provided pursuant to other sections of this Agreement) agreed upon by the parties in accordance with the following terms and conditions:conditions set forth below. (ia) GM EDS may specify on a Purchase Order purchase order the names, required number and names or skill levels of CWC employees ("Employees") required Employees to perform Services. In . (b) During the event GM requests course of performance of Services, EDS may request replacement of an Employee or a proposed Employee. In such event, CWC MigraTEC shall, within ten five (105) working days of receipt of such notification request from GMEDS, provide a substitute Employee of sufficient skill, knowledge, and training to perform the applicable Services. In the event GM requests replacement of any Employee If, within the first ten thirty (1030) days of such after an Employee's commencement of Services, GM EDS notifies MigraTEC (i) such Employee's level of performance is unacceptable, (ii) such Employee has failed to perform as required, or (iii) such Employee, in EDS' sole opinion, lacks the skill, knowledge or training to perform at the required level, then EDS shall not be required to pay for Services provided by such Employee during such period and CWC MigraTEC shall refund to GM EDS all amounts paid for such Employee's Services. If GM otherwise EDS requests replacement of an EmployeeEmployee for the above-referenced reasons after such thirty (30) day time period, GM or at any time for a reason other than the reasons indicated above, EDS shall not be required to pay for for, and shall be entitled to a refund of of, any sums paid to CWC MigraTEC for such Employee's Services from after the date of GM's EDS' requested replacement of such Employee. (iic) CWC MigraTEC shall not replace any Employeereplace, who has been designated as a key without EDS' consent, an Employee by GM ("Key Employee") then currently performing Services without GM's consent until the Statement of Work or governing Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing; however, CWC MigraTEC may replace any Key replace, without EDS' consent, an Employee for reasons relating to the Employee's termination with CWCMigraTEC, promotion, illness, death, or causes beyond CWCMigraTEC's control. (iiid) GM EDS shall reimburse CWC MigraTEC for the reasonable direct expenses (excluding overhead and fringe benefits) of its incurred by Employees incurred in the performance of Services (if requested by MigraTEC in advance and approved by GM. Expenses EDS) which are related to travel, lodging, and meals meals; such expenses shall be reimbursed in accordance with GM's EDS' guidelines for its own employees, as set forth in Exhibit 3(b)(iii). (ive) CWC MigraTEC shall maintain recordsestablish and shall retain, for a period of three (3) years following the performance of time and materials Services, records which adequately substantiate the applicability and accuracy of charges Charges for such Services and related expenses to GM and shall, upon EDS. Upon receipt of reasonable advance notice from GMEDS, MigraTEC shall produce such records for audit by GMEDS. (vf) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice at any time without charge or penalty, upon written notice to CWCMigraTEC.

TIME AND MATERIALS SERVICES. Subject to a Statement of Work, if available from CWC, GM may obtain on a time and materials basis from CWC certain consulting, development and other Services (excluding maintenance and support Services) agreed upon by the parties in accordance with the following terms and conditions: (i) GM may specify on a Purchase Order the number and names or skill levels of CWC employees ("Employees") required to perform Services. In the event GM requests replacement of an Employee or a proposed Employee, CWC shall, within ten (10) working days of receipt of such notification from GM, provide a substitute Employee of sufficient skill, and training to perform the applicable Services. In the event GM requests replacement of any Employee within the first ten (10) days of such Employee's commencement of Services, GM shall not be required to pay for Services provided by such Employee and CWC shall refund to GM all amounts paid for such Employee's Services. If GM otherwise requests replacement of an Employee, GM shall not be required to pay for and shall be entitled to a refund of any sums paid to CWC for such Employee's Services from the date of GM's requested replacement of such Employee. (ii) CWC shall not replace any Employee, who has been designated as a key Employee by GM ("Key Employee") then currently performing Services without GM's consent until the Statement of Work or Purchase Order pursuant to which such Key Employee is providing Services expires or is terminated. Notwithstanding the foregoing, CWC may replace any Key Employee for reasons relating to the Employee's termination with CWC, promotion, illness, death, or causes beyond CWC's control. (iii) GM shall reimburse CWC for the reasonable direct expenses (excluding overhead and fringe benefits) of its Employees incurred in the performance of Services if requested in advance and approved by GM. Expenses related to travel, lodging, and meals shall be reimbursed in accordance with GM's guidelines for its own employees, as set forth in Exhibit 3(b)(iii)) [See Note]. (iv) CWC shall maintain records, for a period of three (3) years following the performance of time and materials Services, which adequately substantiate the applicability and accuracy of charges for such Services and related expenses to GM and shall, upon receipt of reasonable advance notice from GM, produce such records for audit by GM. (v) Purchase Orders for Services provided or to be provided under this Section may be canceled with a thirty (30) day notice without charge or penalty, upon written notice to CWC.