Back to top

TECHNICAL SERVICES AGREEMENT

Consulting Services Agreement

TECHNICAL SERVICES AGREEMENT | Document Parties: Buyer?s Integrated Technology Delivery America?s Organization You are currently viewing:
This Consulting Services Agreement involves

Buyer?s Integrated Technology Delivery America?s Organization

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: TECHNICAL SERVICES AGREEMENT
Date: 8/8/2008
Industry: Business Services     Sector: Services

TECHNICAL SERVICES AGREEMENT, Parties: buyer?s integrated technology delivery america?s organization
50 of the Top 250 law firms use our Products every day

EXHIBIT 10.3

 

 

 

 

TECHNICAL SERVICES AGREEMENT

  

Agreement # TSA: 4998CC044.2

 

 

STATEMENT OF WORK ATTACHMENT

  

SOW # 4908021177.0

PREDOMINANT SUPPLIER ATTACHMENT

TO THE

TECHNICAL SERVICES STATEMENT OF WORK NUMBER

4908021177.0

For

Buyer’s Integrated Technology Delivery America’s Organization

Effective as of July 1, 2008

 

 

 

 

Predominant Supplier Attachment to SOW # 4908021177.0

  

7/17/2008

 

 

Buyer’s Initials         TT            

  

Supplier’s Initials         DAD        


 

 

 

TECHNICAL SERVICES AGREEMENT

  

Agreement # TSA: 4998CC044.2

 

 

STATEMENT OF WORK ATTACHMENT

  

SOW # 4908021177.0

 

Index

 

 

Predominant Supplier Attachment to the Technical Services Statement of Work (SOW)

Exhibit 1: Transition Period Deliverables

Schedule 1: Transition Period Service Level Agreements

Schedule 2: Steady State Performance Measurements & Reports

Exhibit 2: Incumbent Suppliers

Exhibit 3: Pricing

Exhibit 4: Governance Model

 

 

 

 

 

 

 

Predominant Supplier Attachment to SOW # 4908021177.0

  

7/17/2008

 

 

 

Buyer’s Initials             TT            

  

 

  

Supplier’s Initials             DAD            


 

 

 

TECHNICAL SERVICES AGREEMENT

  

Agreement # TSA:                                 

 

 

STATEMENT OF WORK ATTACHMENT

  

SOW #                                 

 

PREDOMINANT SUPPLIER ATTACHMENT TO THE

TECHNICAL SERVICES STATEMENT OF WORK

This Predominant Supplier Attachment (“Attachment”) to the Technical Services Statement of Work (“SOW”), effective as of July 1, 2008 (the “Effective Date”), fully incorporates by reference the terms and conditions of Technical Services Agreement # (“Base Agreement”), the terms and conditions of the Technical Services Statement of Work # (“SOW”) and its Schedules and Attachments, and any applicable Work Authorizations (“WAs”).

Subject to the terms of this Attachment, the SOW and the Base Agreement, Supplier will be responsible to provide Services to Requesters in Buyer’s Integrated Technology Delivery Americas organization (ITDA) and, with respect to the delivery and performance of such services, this Attachment, and its Exhibits and Schedules, which includes additional terms and conditions, shall govern.

Supplier understands and agrees that Predominant Supplier status does not mean Supplier is guaranteed any particular volume of business from Buyer. Buyer has established relationships with suppliers against which Supplier may compete. Buyer will award its business opportunities based on the best overall solution as solely determined by Buyer. Furthermore, Buyer may use other suppliers, based on Buyer’s sole judgment and discretion. Buyer may decide to transition skill requirements currently contracted through suppliers other than the Supplier. Buyer will review alternatives and may select a particular supplier to transition such skill requirements to, or may invite some or all of the suppliers to participate in transition. The decision will be solely Buyer’s.

Supplier agrees that it will not contact a supplier with existing contracts in an effort to arrange transition of any existing work without the written authorization of Buyer’s Procurement organization. Supplier agrees that all new time and material skill requirements relating to the use of skills as defined in SOW Schedule B, “Job Roles” will, upon the Effective Date of this Attachment, be subject to all terms and conditions of this Attachment, including pricing.

 

 

1.

DEFINITIONS

1.1 Definitions:

“Billable Hour” shall include all hours in performance of the duties contracted for by Buyer, including all overtime with no limit. There shall be no bill rate premiums to the Buyer for weekend, holiday, standby time (on-call) shift premiums or training and education (unless such training and education is directed by Buyer and is required by Buyer to provide unique services and skills to Buyer and is approved by Buyer prior to incurring such hours.

“Incumbent Supplier” shall mean those suppliers initially identified in Exhibit 2 who currently are performing the Services and any future lists provided by Buyer and identified as such.

“Transition Charges” are charges that will be assessed against Supplier for Supplier’s failure to achieve certain levels of performance during the Transition Period. The Transition Charges are detailed in Schedule 1 (Transition Period Service Level Agreements).

“Transition Manager” shall mean the person appointed by Supplier who will be accountable for all Supplier Transition activities and will operate within the framework of the Governance Model detailed in Section 7 and Exhibit 4.

“Transition Milestone” shall mean each event identified in the Transition Plan as a milestone by which Supplier shall have completed a key task or set of tasks in accordance with the Transition Plan.

 

 

 

 

 

 

 

Predominant Supplier SOW Attachment

  

1

  

 

 

 

 

Buyer’s Initials          TT                 

  

 

  

Supplier’s Initials          DAD                 


 

 

 

TECHNICAL SERVICES AGREEMENT

  

Agreement # TSA:                                 

 

 

STATEMENT OF WORK ATTACHMENT

  

SOW #                                 

 

“Transition Period” shall mean the period of time it will take Supplier to perform the Transition Services detailed in Section 3 and Exhibit 1.

“Transitioned Personnel” shall mean the Personnel identified on the initial list of Incumbent Supplier and others subsequently identified or their Affiliates who become Supplier’s Personnel pursuant to Section 4.

“Transition Plan” shall mean the plan produced by the Supplier for Buyer approval that includes the key elements set forth in Exhibit 1. It must include a detailed list of activities, tasks, Deliverables and associated schedules which shall identify all material transition tasks, and Deliverables to be completed by Supplier in connection with the transition of all Services to Supplier and shall provide Buyer adequate insight into the Supplier’s progress and performance during and up to completion of the Transition Period.

“Transition Report” shall mean the report produced by the Supplier and submitted to Buyer for approval at the conclusion of Transition Period which summarizes Supplier’s Transition related accomplishments and includes final versions of the Process & Procedures manual and other supporting documentation

“Transition Services” shall mean the services, functions and responsibilities to be performed by Supplier during the Transition Period as described in Section 3 (Transition Services) and the associated Transition Plan.

 

 

2.

TERM AND EXTENSION

 

 

2.1

General

 

 

(a)

The term of this Attachment shall begin on the Effective Date and shall expire after three years on the anniversary date of the Effective Date, except to the extent this Attachment is terminated in whole or in part earlier, or is extended, each in accordance with the terms of this Attachment, the SOW and the Base Agreement (the “Term”). Notwithstanding any prior expiration or termination of the Base Agreement and/or SOW, the terms and conditions of the Base Agreement and/or SOW shall continue to apply in full force and effect to this Attachment throughout the Term.

 

 

(b)

The Parties agree that the pricing terms in Exhibit 3 will be in effect beginning upon the Effective Date of this Attachment through the Term. If Buyer exercises its right to extend this Attachment, as specified in Section 4.2(a) of the SOW, the pricing terms of Exhibit 3, as they may be changed from time to time by Buyer, will be renegotiated at that time.

 

 

(c)

The pricing in Exhibit 3 will be effective for the duration defined above and is not subject to change on an individual basis because of any change in Supplier cost structure for any particular individual (i.e., cost-of-living increases, wage increases, etc.).

 

 

2.2

Non-Compete Clause

 

 

(a)

Supplier shall not be eligible to perform the function of this SOW or any project substantially similar in complexity, scope, size, and geographic location to work described in the SOW, directly with any incumbent Customer(s) supported by this SOW for a period of one year following termination, without the written consent of Buyer. This provision shall survive the termination of the SOW and the Base Agreement.

 

 

 

 

 

 

 

Predominant Supplier SOW Attachment

  

2

  

 

 

 

 

Buyer’s Initials          TT                 

  

 

  

Supplier’s Initials          DAD                 


 

 

 

TECHNICAL SERVICES AGREEMENT

  

Agreement # TSA:                                 

 

 

STATEMENT OF WORK ATTACHMENT

  

SOW #                                 

 

 

3.

Transition Services

 

 

3.1

Transition Period

The objective of the Transition Period is to plan and implement the orderly transfer of Services and operational processes from multiple suppliers to the Predominant Supplier. Additionally, the buyer intends (through reasonable efforts) to utilize the transition process to equalize the headcount between the two Predominant Suppliers supporting ITDA. Buyer however cannot guarantee the outcome of transition relating to headcount totals and cannot guarantee any volumes to Supplier. The Predominant Supplier will produce its Transition Plan based upon discussions with Buyer and agreed to by both Parties and managed to completion on the agreed upon schedule. Supplier shall perform the activities described in the Transition Plan and associated tasks and produce the documents defined in Exhibit 1 (Transition Period Deliverables) to the satisfaction of the Buyer . Buyer shall not incur any charges, fees or expenses payable to Supplier or third parties in connection with the Transition Services. The Transition Period begins on the Effective Date of this Attachment and is completed upon Buyer’s acceptance of the Deliverable, “Supplier’s Transition Report”. In addition, Supplier will continue to


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more