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DOCUMENT TITLE:  Amended and Restated Technology Services Agreement .
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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.