View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  Amended and Restated Technology Services Agreement .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

View Document Back
Clause Heading
1.1 - Background and Objectives.
1.2 - Construction.
2 - DEFINITIONS
3.1 - General.
3.2 - Implied Services.
3.3 - Services Evolution.
3.4 - Services Variable in Scope and Volume.
3.6 - Services Performed by Phoenix or Third Parties.
3.7 - Overview of Services.
3.8 - Transition.
3.9 - Transformation
3.14 - Services Impacted by Katz.
(a) - General.
3.10 - Phoenix Standards.
3.11 - End Users of the Services.
3.12 - Projects.
3.13 - Relocation of Services.
(b) - Delivery and User Acceptance Testing Period.
(c) - Failure and Correction.
4.1 - Term.
4.2 - Extension of Term.
4.3 - Work Order Term.
5.1 - Key Vendor Positions.
5.2 - Transitioned Personnel.
5.3 - Qualifications, Retention and Removal of Vendor Personnel.
6.1 - Generally.
6.2 - Acquired Equipment.
(e) - Disposal of Equipment Not Owned by Phoenix.
6.3 - Financial Responsibility for Equipment.
(b) - Equipment Refresh.
(a) - Access.
(b) - No Warranties.
(c) - Pass-Through Equipment.
(d) - Disposal of Equipment Owned or Leased by Phoenix.
6.5 - Financial Responsibility for Software.
(b) - Licenses.
(c) - Applications Software.
6.6 - Third-Party Service Contracts.
6.7 - Required Consents.
6.8 - Straddle Agreements.
6.9 - Allocation of Balloon, Roll-Over and Similar Payments
6.10 - Equipment Disposed of or Purchased or Leased by Phoenix between the Effective Date and a Service Tower Commencement Date.
7.1 - Phoenix Software.
(b) - Vendor shall not:
7.2 - Vendor Software.
(a) - Grant of Rights.
(b) - Third Party Applications Software.
(c) - Third Party Systems Software Acquired During the Term.
(d) - Pass-Through Expenses.
(e) - Exercise of Rights.
(a) - Newly Developed Software.
(b) - Non-Software Materials.
(c) - Works Made for Hire.
7.5 - Services Provided Pursuant to Work Orders
(a) - Ownership of Work Product.
(b) - Vendor Software.
(c) - Vendor Proprietary Materials.
(d) - Source Code.
7.6 - Services Performed in India.
7.7 - Export.
8.1 - Phoenix Obligations.
8.2 - Vendor Obligations within Phoenix Office Space.
9.1 - General.
9.2 - Failure to Perform.
9.3 - Critical Service Levels and Service Level Credits.
9.4 - Priority of Recovery Following Interruption of Services.
9.5 - User Satisfaction.
9.6 - Periodic Reviews.
9.7 - Measurement and Reporting.
10.1 - Steering Committee.
10.2 - Reports.
10.3 - Meetings.
10.4 - Procedures Manual.
(a) - Technical Change Control.
(b) - Contractual Change Control.
(d) - Authorization of Certain Changes and Charges.
10.6 - Subcontracting.
(a) - Technology Plan.
(b) - Targeted Cost Savings.
(c) - Three-Year Plan.
10.10 - Releases Void.
(d) - Annual Implementation Plan.
(e) - Drafting Responsibility.
(f) - Technology Plan Timing and Update.
10.8 - Quality Assurance and Improvement Programs.
10.9 - Coordination of Additional Marketing to Phoenix.
11.1 - Financial Reporting.
11.2 - Audit Rights.
11.3 - Vendor Internal Controls.
11.4 - Audit Follow-up.
11.5 - Records Retention.
11.6 - Discovery of Overcharge of Phoenix.
12.1 - Responsibilities.
12.2 - Savings Clause.
13.1 - General.
13.2 - Pass-Through Expenses.
13.3 - Incidental Expenses.
13.4 - Taxes.
13.5 - Extraordinary Events.
13.6 - New Services.
13.7 - Benchmarks for Cost of Services.
14.1 - Invoicing.
14.2 - Payment Due.
14.3 - Accountability.
14.4 - Proration.
14.5 - Prepaid Amounts.
14.6 - Refunds and Credits.
14.7 - Deduction.
14.8 - Disputed Charges.
15.1 - General.
15.2 - Safeguarding Phoenix Data.
15.3 - Confidential Information.
(b) - Obligations in Connection with Confidential Information.
15.4 - Corporate Information Risk Controls.
16.1 - General.
16.2 - Work Standards.
16.3 - Maintenance.
16.4 - Efficiency and Cost Effectiveness.
16.5 - Technology.
16.6 - Non-Infringement.
16.7 - Authorization and Other Consents.
16.8 - Inducements.
16.9 - Viruses.
16.10 - Disabling Code.
16.11 - Deliverables.
16.12 - Software Ownership or Use.
16.13 - Open Source.
16.16 - Disclaimer.
16.14 - Other.
16.15 - Application.
17.1 - Insurance Coverages.
17.2 - Insurance Provisions.
18.1 - Vendor Indemnities.
(b) - Any claims of infringement:
18.2 - Phoenix Indemnities.
(b) - Any claims of infringement
18.3 - Infringement.
18.4 - Indemnification Procedures.
(a) - Notice.
(b) - Procedure Following Notice of Election.
(c) - Procedure Where No Notice of Election Is Delivered.
19.1 - General Intent.
19.2 - Liability Restrictions.
19.3 - Direct Damages.
19.4 - Duty to Mitigate.
19.5 - Force Majeure.
20 - DISPUTE RESOLUTION
20.1 - Informal Dispute Resolution Process.
20.2 - Litigation.
20.3 - Binding Arbitration for Certain Pricing Disputes and Work Product Ownership Disputes.
(a) - Demand for Arbitration; Location.
(b) - Identification of Arbitrator.
(c) - Conduct of Arbitration.
(d) - Scope of Discovery.
(e) - Authority of Arbitrator.
(f) - Binding Decision.
20.4 - Continued Performance.
20.5 - Governing Law.
21.1 - Termination For Cause By Phoenix.
21.2 - Termination by Vendor.
(c) - Work Order Termination for Convenience.
(a) - Entire Agreement.
(b) - Partial Termination for Convenience.
21.4 - Termination for Excessive Claims.
21.5 - Termination by Phoenix for Change of Control.
21.6 - Termination Due To Force Majeure Event.
(a) - Financial Filings.
(b) - Notice.
(c) - Definitions.
21.11 - Bid Assistance.
21.12 - Equitable Remedies.
21.13 - Charge Adjustment.
21.14 - Reduction of Services.
22.1 - Compliance with Laws and Regulations Generally.
22.2 - Equal Employment Opportunity.
22.3 - Occupational Safety And Health Act.
22.4 - Hazardous Products or Components.
22.5 - Fair Labor Standards Act.
22.6 - Liens.
22.7 - Sarbanes-Oxley.
22.8 - Privacy Laws.
23.1 - Binding Nature and Assignment.
23.2 - Mutually Negotiated.
23.3 - Notices.
23.4 - Counterparts/Facsimile.
23.5 - Headings.
23.6 - Relationship of Parties.
23.7 - Severability.
23.8 - Consents and Approvals.
23.9 - Waiver of Default.
23.10 - Cumulative Remedies.
23.11 - Survival.
23.12 - Public Disclosures.
23.13 - Use of Name.
23.15 - Third Party Beneficiaries.
23.16 - Covenant of Good Faith.
23.17 - Entire Agreement; Amendment.