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Acceptance
The successful completion by Vendor of all of the final Acceptance Tests and requirements as set forth in the Agreement, to the reasonable satisfaction of Customer, and in compliance with all applicable Specifications.
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Acceptance Certificate
Written certificates provided by Customer to Vendor evidencing Customer’s Acceptance of the Services pursuant to, and in accordance with, the Agreement, including the Acceptance Criteria.
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Acceptance Criteria
All applicable terms, conditions, Specifications and/or requirements provided, recommended or required by (a) Customer (and communicated to Vendor prior to the commencement of Services); (b) applicable hardware manufacturers, providers, lenders and lessors; (c) applicable software developers and providers; (d) Third Party Providers; and/or (e) applicable landlords, property owners, utilities, governmental and quasi-governmental entities and insurance carriers.
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Acceptance Tests and Acceptance Testing
The collective reference to the performance and reliability demonstrations and tests used to determine whether the Services satisfy the Acceptance Criteria.
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Access
Enjoyment of physical, logical and legal use and operation of Hardware, Software, Facilities or other resources, as applicable under the Agreement.
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Acquired Assets
Equipment, Software and other assets owned or controlled by Customer and listed on Schedule ____ that Supplier will acquire as of the Commencement Date for performance of the Services in accordance with the Agreement.
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Ad Hoc Reports
Additional, modified or customized reports requested by the Customer from time-to-time that are not Standard Reports.
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Additional Resource Charge or ARC
Charge for additional utilization of a defined resource, as specified in pricing Schedule ___.
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Additional Work
Additional Work requested by the Customer from time-to-time that is similar in nature, type and quality to an existing Resource Unit; but, different in quantity.
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Affiliate
For any Party, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Party.
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Agents
The employees, contractors, subcontractors, agents, counsel, consultants and invitees of a Party, collectively.
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Agreement
Base contractual document mutually agreed to and executed by the Partis, to which this Gloassary and all other Documents are attached.
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Annual Base Charges
Total amount of Charges that Customer will be obligated to pay per Contract Year to obtain the Base Scope of Work. The Annual Base Charges are set forth in Schedule _____.
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Applicable Laws
All governmental and quasi-governmental laws, rules, regulations, treaties, judgments, settlements and the like applicable to all or any portion of the subject matter of the Documents.
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Applicable Permits
All permits required in order for Supplier and Customer to legally and fully perform all of their obligations under the Documents.
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Base Charges
Entire amount of the fees, costs and expenses that Customer will be obligated to pay for the Base Scope of Work to be provided by or for Supplier in accordance with the provisions set forth in the Documents.
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Base Scope of Work
Basic minimum scope of the Work that will be provided by or for Supplier to Customer for the applicable amounts set forth on Schedule ____. Except to the extent a contrary intent is expressly set forth in the Documents (e.g., Work that is specifically identified as Additional Work), all Work described in, or provided by Supplier pursuant to the Documents, will be deemed to be a part of the Base Scope of Work.
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Baselines
Base volume amounts of Resource Units that Customer anticipates that it will need for a given Fiscal Year. The Baselines applicable to the Base Fiscal Year are set forth in Schedule ____ to the Agreement. Baselines for subsequent Fiscal Years will be mutually agreed to by the Parties as a part of the annual planning process and then documented in mutually satisfactory amendments to Schedule ____.
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Benchmark
Testing and relative performance, quality and/or efficiency comparison of Hardware, Software, Networks, Systems, Services or other Work. To the extent practicable, Benchmarks will be truly representative tests of the actual workload Customer requires. Benchmarks shall be performed using the actual Customer IT Environment (e.g., application program portfolio, data files, peak and average user demand loads and appropriate ranges of environmental and operating conditions) that will be used by the End Users with the applicable component, System, Network, Service or other Work.
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Best-in-Class
For the applicable measurement period for any Service, the average of the three (3) lowest prices identified by the Benchmarker as comparable, OR for the applicable measurement period for any Service, the average of the three (3) highest performance standards identified by the Benchmarker as comparable.
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Blueprints
Description of the architecture, topology, organization, standards and requirements applicable to a Service Element that will be used by Customer and Supplier to facilitate the development of uniform and efficient standards, designed to satisfy Business Requirements, support the Goals and achieve the purposes of the Agreement.
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Business Day
Any day other than a Saturday, Sunday or holiday recognized by Customer or its primary financial institutions.
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Charges
Total amount of all charges to be paid by Customer for the Work provided by or for Supplier pursuant to the Agreement.
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Commencement Date
The date that complete responsibility for the Base Scope of Work at the Customer domestic and International locations is fully transferred from Customer and the other End Users to Supplier. The Commencement Date is expressly set forth in the Transaction Summary attached in Schedule ____.
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Compliance
Compliance in all material respects with the Specifications. With respect to any Software, Equipment or Systems to be designed, developed, delivered, integrated, installed and/or tested by Supplier following the Commencement Date, each means compliance with the Specifications agreed upon in writing by the Parties.
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Confidential Information
Information of a Party that could reasonably be understood to be confidential, whether or not so marked, including this Agreement and the terms thereof. In the case of Customer and the End Users, Confidential Information also shall include Software provided to Vendor by or through Customer or the End Users, Customer Data, customer lists, customer information, account information, research information, trade secrets, information regarding businesses, plans, operations, markets or other information or data stored on magnetic media or otherwise or communicated orally, and obtained, received, transmitted, processed, stored, archived, or maintained by Vendor under this Agreement In the case of Vendor, Confidential Information shall include financial information, account information, information regarding Vendor’s business plans and operations, and software, tools and methodologies owned by Vendor.
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Contract Year
Each twelve (12) month period during the Term subsequent to the Commencement Date.
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COTS or Commercial Off-the-Shelf
Hardware and/or Software, as applicable, that is readily available to the public from a third party that is not an Affiliate of a Party. As a default condition, all Hardware or Software will be assumed to be COTS (i.e. not Custom) unless expressly stated to the contrary.
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Critical Performance Failure
A Performance Failure that has a critical impact on the Customer or its business operations that is not cured within the period set forth in the Critical Performance Standards in Schedule ___. A Critical Performance Failure shall be deemed a Critical Performance Default.
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Custom or Custom Work Product
Work provided or developed by or specifically for Supplier or its Agents, together with all derivations, modifications, enhancements, additions and substitutions thereto made by of Supplier or its Agents. Custom Work Product shall not be deemed to be Commercial Off The Shelf (COTS) software.
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Customer
The ____________ Corporation.
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Customer Data
Information relating to Customer, End Users or their customers, contractors, consultants or other Agents contained in any form, including data files, records, notes, correspondence or other materials or information provided to Supplier or its Agents pursuant to or related to the Documents or the Work.
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Customer Events of Default
The occurrence of any one of the following shall constitute a "Customer Event of Default":
Notwithstanding anything to the contrary in this Agreement, wrongful actions or failure to perform any responsibilities by Customer, an Affiliate, or any User, other than as set forth in the preceding paragraphs of this Section _____, shall not be deemed to be Customer Events of Default. To the extent an act or negligent omission of Customer, an Affiliate or any User (including failure by Customer to timely grant approvals) prevents Vendor from performing any of its obligations hereunder, Vendor shall be granted equitable relief from such obligation; provided (i) Vendor uses reasonable efforts to perform such obligation notwithstanding such act or negligent omission and (ii) Vendor uses reasonable efforts to mitigate the nature, duration and extent to which Vendor's performance is prevented and the amount of any relief required.
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Customer Facilities
Collectively the domestic and international facilities designated by Customer from time to time on Schedule ___ to the Agreement that will be supported by the Work provided by Supplier.
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Customer Financial Reports
The audited and publicly available unaudited financial statements kept by Customer in the ordinary course of its business.
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Customer IT Environment
Collectively, the information and communications Hardware, Software, Services, Networks, Systems and Work in existence at Customer, or used by or for the End Users at a given point in time designated in the Agreement. To the extent on period is designated. Customer IT Environment shall refer to the then current Customer IT environment at all Customer Facilities..
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Customer Leased Equipment
Hardware, Software or other Work leased by Customer from Supplier or its Agents pursuant to the provisions set forth in the Documents.
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Customer Owned Equipment
Equipment owned or provided by Customer for the purposes set forth in the Agreement which is listed on Schedule _____ to the Agreement.
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Customer Rules and Regulations
The rules and regulations set forth on Schedule _____ to the Agreement regarding _______.
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Customer Software
Any Software which is owned or acquired by Customer (and not proprietary to any other party) which is to be operated by or on behalf of Customer and/or the other End Users in connection with the Work and which will be identified on Schedule ____ to the Agreement.
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Date, Time and Location Processing Compliance
Vendor covenants that the Work shall not be adversely affected by (i) time or date changes during the provision of the Work or (ii) the impact of multiple time zones or physical locations over which the Work is to be provided. Vendor shall at all times perform the Work in a manner that is capable of (a) accepting time and date input, providing time and date output and performing calculations on times and dates or portions of times and dates; (b) responding to two (2) digit year date input in a way that resolves the ambiguity as to date or year in a disclosed, defined and predetermined manner; (c) storing and providing output of time, time zone, multiple locations and date information in ways that are unambiguous as to times, time zones, dates or years; and (d) properly exchanging date and time data with other Customer, Vendor or Third Party software, equipment and systems (collectively, "Date, Time and Location Processing Compliance"). Notwithstanding the foregoing, the Work shall not be deemed non-compliant to the extent any performance failure is attributable to the failure of equipment, software or systems for which Vendor is not responsible.
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Deadband
Range of Resource Units (usually a tolerance expressed as a band within X units of the Resource Baseline) that will be provided for an applicable Price without triggering Additional Resource charges (ARCs) or Resource Reduction Credits (RRCs).
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Deliverables
Hardware, Software, reports, studies, information and other tangible items of Work to be provided by or for Supplier to Customer pursuant to and in accordance with the Documents.
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Desktop
Desktop computers, laptops, mobile computers, workstations, servers and related peripherals and software owned and/or operated by the End Users, collectively.
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Disabling Code
Code that is intended to render software, hardware, systems or networks unusable in whole or in part, either as a licensing control mechanism or otherwise.
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Documents
The Agreement, Schedules, Procedures Manual and all other documents that the Parties intend to form part of their written agreement related to the Hardware, Software and Services. All Documents shall be attached to the Agreement as of the Execution Date, except to the extent the subsequent development and inclusion of a Document is provided for expressly in the Agreement.
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Employee Availability Date
Date upon which Supplier will be permitted to offer employment to the Transferable Employees in accordance with the Documents.
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Employment Effective Date
All Customer employees who accept Vendor’s offer of employment and begin work with Vendor pursuant to the Documents are herein referred to as “Transitioned Employees.” Each such Transitioned Employee’s “Employment Effective Date” shall be the earlier of the date on which such employee is first added to Vendor’s payroll system or the date the such Transitioned Employee first start to perform work directed by the Vendor. Vendor shall have no liability to or with respect to any employee or former employee of Customer with respect to his or her employment based upon or arising out of any event occurring on or prior to such employee's Employment Effective Date or with respect to any Customer benefit plan or any claims related to any such plan.
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End User
Employees and Agents of Customer or any User and other persons designated by Customer from time to time who are authorized to use the Systems and to benefit from the provisions set forth in the Documents.
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Equipment
Computer and/or telecommunications equipment, or other equipment related to the performance of Work, including mainframes, front-end processors, telecommunications switches, mid-range (a.k.a. mini) computers, personal computers (PC’s) and workstations, routers, modems, hubs and all similar equipment, and their associated peripherals (e.g., printers, plotters, routers, modems and hubs, etc.) and connecting equipment.
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Equipment Leases
Contractual arrangements whereby Equipment which will be used to perform the Services is leased. Equipment Leases includes those leases identified on Schedule ____ to the Agreement, those as to which the lease, maintenance and support costs are included in the Customer Financial Reports and all other leases as to which Supplier received notice and/or access prior to the Effective Date.
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Errors
Any error, problem or defect unrelated to an act of Customer resulting from incorrectly functioning code, design error or implementation error that causes a System to fail to (a) attain and/or maintain relevant Specifications or Performance Criteria, (b) operate in a manner suitable for Customer’s Business Requirements, Goals or the Customer IT Environment, or (c) comply with the design and functional criteria set forth in the Technology Strategies, in any significant respect.
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Extraordinary Event
A circumstance in which an event or discrete set of events has occurred or is planned with respect to the business of Customer that results or will result in a change in the scope, nature or volume of the Services that Customer will require from Supplier, and which is expected to cause the estimated average monthly amount of chargeable resource usage in any category used to provide the Work to increase or decrease by twenty percent (20%) or more. Examples of the kinds of events that might cause such substantial increases or decreases include:
(a) changes to locations where Customer operates;
(b) changes in products of, or in markets served by, Customer;
(c) mergers, acquisitions or divestitures of Customer;
(d) changes in the method of service delivery; or
(e) changes in market priorities.
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Fiscal Year
Consecutive twelve (12) month period established by Customer from time to time in its discretion and designated as its Fiscal Year in accordance with generally accepted accounting principles.
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Full Time Equivalent or FTE
Level of effort, excluding vacation, training, status meetings and other non-productive time, equivalent to the work that would be provided by one person working full-time at the rate of 1,680 hours per year.
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Glossary
This Outsourcing Services Agreement Glossary, which is attached as Schedule ___ to the Agreement.
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Governmental Entity
Collectively, governmental bodies at the local, county, state, provincial, national, international and other levels that have jurisdiction over all or part of the subject matter or performance of the Documents.
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Hardware
IT related machinery and Equipment, together with all associated components, media, firmware and other embedded Software and instructions (e.g., BIOS, PROMS, etc.) provided, operated or maintained pursuant to the Agreement.
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IMACs
Refers collectively to installs, moves, adds and changes of certain units of Equipment in accordance with the provisions set forth in the Agreement.
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Intellectual Property Rights
All intellectual property rights protectable by law anywhere throughout the world other than trademark rights, but including: all copyrights (including any right to reproduce, distribute copies of, display or perform, or prepare derivative works based on a copyrighted work), copyright registrations and associated applications; patents; mask work rights; trade secrets; moral rights; author’s rights; other rights in inventions, Software, know-how, specifications, algorithms and databases; and all other intellectual property rights as may exist now or hereafter come into existence, and all renewals and extensions thereof and applications therefor, regardless of whether any of such rights arise under the laws of the United States or of any other state, country, or jurisdiction.
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IT
Information and communications technology Hardware, Software and other materials and technologies, together with associated personnel as the context may require.
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Key Supplier Personnel
People identified on Schedule ___ to the Agreement whose continued employment by Supplier during the period set forth on such schedule is required for the efficient and effective transition, implementation, operation and management of the Work.
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Long-Range Plans
Comprehensive long-range assessments and strategic analyses of Data Center, Desktop, Networks, Systems and other Work architectures and topologies used by the End Users that will be prepared by Supplier in accordance with the provisions set forth herein, and set forth in Schedule ___ to the Agreement.
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Losses
Losses, liabilities, claims and damages, and all related costs, expenses, taxes, fees, fines, penalties and disbursements (including reasonable legal fees and costs of investigation, litigation, settlement, judgment, appeal, interest and penalties).
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Malicious Code
Any code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system or network containing the code, program, or sub-program, or to halt, disable or interfere with the operation of Software, code, programs, or sub-programs, itself, any device, method, or token that permits any user to circumvent the normal security of the Software, network or system containing the code.
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New Work
Work that requires Supplier to provide significantly different resources to perform than the then-current Base Scope of Work. New Work generally includes three categories of requests for Work, including substantial (a) technology changes outside of the annual planning process, (b) support and/or integration of New Facilities, and (c) provision of support for Hardware, Software, Systems and/or other Work that is substantially different than the Work specified in the Technology Plans.
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Object Code
Software assembled or compiled in magnetic or electronic binary form on software media that is readable and usable by machines but not generally readable by humans without reverse assembly, reverse compiling or reverse engineering.
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Out-of-Pocket Expense
The reasonable and actual out of pocket expenses incurred by Supplier for certain equipment, materials, supplies, and other services provided to Customer under the Documents but not including Supplier’s overhead cost or any other expense, profit or mark-up.
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Parties
Customer and Supplier, collectively.
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Party
Customer or Supplier, as the context requires.
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Pass-Through Expense
Any expense which Customer has agreed to pay directly to, or to reimburse Supplier for, on an actual Out-of-Pocket Expense basis.
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Performance Credits
Credits awarded to Customer, and to be paid and or credited promptly (at Customer’s election) by Supplier in accordance with the Documents, if Supplier fails to attain and maintain the Performance Standards.
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Performance Criteria
Service Levels, Performance Standards and Performance Credits, collectively.
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Performance Standards
Certain designated levels of service and performance and other standards set forth on Schedules _____ to the Agreement as of the Commencement Date or as mutually determined by mutual agreement of the Parties and identified on Schedules _____ to the Agreement, subsequent to the Commencement Date, that Supplier will attain and maintain to ensure that the Work meets Customer’s Business Requirements and business vision. Supplier’s failure to attain the Performance Standards will result in the award of Performance Credits to Customer in accordance with the provisions set forth in the Documents.
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Person
An individual, partnership, limited partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental entity or other entity of whatever nature.
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Prices
Applicable rates set forth in the pricing schedule to the Agreement that, when multiplied by the applicable Resource Baseline (i.e., the number of units that Customer anticipates that it will need during the next Fiscal Year), yields the Annual Base Charges for the applicable Base Scope of Work.
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Purchase Order
Customer’s standard purchase order form which may be used as an ordering mechanism by Customer under the Documents.
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Reduced Resource Credit or RRC
Credits paid to Customer by Supplier for reduced utilization of a defined resource below the lower limits of the Deadband.
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Reduced Resource Credit or RRC
Credits paid to Customer by Supplier for reduced utilization of a defined resource below the lower limits of the Deadband.
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Replacement Work
New Work that replaces a part of the Base Scope of Work included in the Base Price.
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Required Consent
Any consent or approval required as a condition precedent to the suppliers performance of the Work in accordance with the provisions in the Documents.
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Resource Baseline
Customer’s estimates of the baseline levels of Resource Units that will be required by the End Users during a given Contract Year.
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Resource Units
Defined units set forth in Schedule ____ to the Agreement (e.g., Desktop Seats, Support Desk Calls/Incidents/Closures, FTEs, IMACs etc.) to measure the quantity of a given Service Element that is delivered to Customer and the End Users by or for Supplier in accordance with the Agreement.
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Retained Expenses
All expenses that will be retained by Customer arising from or related to the Agreement. Good faith estimates of the Retained Expenses shall be developed by the Parties as a part of the Annual Budget Process, and budget accuracy shall be evaluated in terms of the Metrics and Performance Standards set forth in Schedule ___.
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Retention Bonus
The amount set forth on Schedule ___, which shall be paid by __________ in accordance with the provisions set forth in the Agreement as an incentive to retain Customer personnel before, during and after Transition.
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Root Cause Analysis
Analysis, verification and correct identification of any Error or other problem, or applicable issue concerning the Services or other Work, or otherwise in connection with the Agreement.
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Schedules
Schedules, exhibits and other attachments incorporated in the Agreement, as they may be amended from time to time in accordance with the provisions set forth in the Agreement.
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Seat
One End User and all associated Hardware, Software, Services and other Work to be provided to that End User under the Agreement.
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Service Levels
Levels of performance mutually determined by the Parties and set forth in writing from time to time in Schedule _____ to the Agreement. Service Levels are intended to be goals that Supplier will use reasonable efforts to attain and maintain during the Term.
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Services
the collective reference to all of the services to be performed by or for the Vendor as part of the Work.
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Site Availability
the activities of Customer and/or its subcontractors with respect to (a) identifying and acquiring sufficient rights to the Network Locations (including all requisite approvals required by any Governmental Entity) and (b) the labor and materials necessary in the performance of Civil Work in order to construct a Network Facility at such Network Location.
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