Quality Assurance:


Service Levels. The “Agency” meet or exceed the service levels listed in the applicable Statement of Work in providing the Deliverables, and ensure any work done by it members or any subcontractors meets or exceeds the applicable service levels.

Sufficient Resources. The “Agency” shall maintain sufficient resources to perform its obligations under its agreement with its clients.

Service Level Credits. If The “Agency” fails to meet any service level, then the “Client” may credit the Compensation related to that Deliverable, as listed in the applicable Statement of Work, against future Compensation for that Deliverable.

Improvement Opportunities

Identification. The “Agency” shall implement formal processes to proactively identify, investigate, and analyze opportunities to improve the overall success of the parties' relationship and the Deliverables, including opportunities to continue to improve the quality of the Deliverables, suggest new Deliverables (including new predictive models that could enable the “Client” to maintain or enhance its industry advantages), drive additional revenues to, or cost savings for, the “Client” through technological innovation, optimize The “Agency” business and technical assets through shared or leveraged services, expanded re-use, and consolidation, and provide increased business operational and technical resilience to continue the timely delivery of Deliverables despite unforeseen external events.

Implementation of Improvements

Notice of Opportunities and Costs. If the “Agency” determines that an improvement opportunity is technically possible and could result in meeting one or more of the objectives, the “Agency” shall notify the “Client” of the improvement opportunity and any potential increases in Compensation it would require.

Amendments. If the “Client” requests the improvement, the parties shall cooperate to amend this agreement to provide for the improvement, including any appropriate adjustment in Compensation the parties agree on.

Tracking Improvements. Each quarter the “Agency” shall deliver written reports to the “Client” tracking the implementation of any improvement opportunities and reconciling the expected potential savings with actual related savings.


Change Management:



Skilled Personnel. The “Agency” shall retain and employ personnel, including subcontractors under section Subcontractors who have the experience, skill, diligence, and expertise necessary and appropriate to perform the Deliverables according to standards and service levels required under this agreement.

Security Training. The “Agency” shall ensure that its personnel, on hiring and at least once a year afterwards, participate in security awareness training, including at a minimum, the “Agency” security policies, including acceptable use, password protection, data classification, incident and breach reporting, the repercussions of violations, and brief overviews of applicable laws and regulations.

Supervision of Personnel. The “Agency” shall be responsible for all personnel assigned to provide the Deliverables to the “Client”.

The “Client” Supervision and Input on Personnel Activities

Supervision. The “Client” may direct and supervise the daily responsibilities of the “Agency” personnel only to the extent necessary to perform the Deliverables and for security purposes, but not in the capacity as engaging personnel for work.

Input. The “Client” will not evaluate, test, counsel, or discipline the “Agency” personnel.

Key Personnel. The “Agency” will not, without good cause, replace any Key Personnel unless the “Client” consents in writing.

Review of Staffing Levels. The parties shall cooperate to regularly review all staffing levels across all Statement of Works to identify appropriate personnel assignments, adjustments, and corrective actions, and if required, make any adjustments to personnel assignments to ensure that the timeline of each Statement of Work is met, and in a way that minimizes the interference on the timelines and projected cost for any Statement of Work that may be affected by a personnel adjustment.

Replacement Personnel

Request for Good Cause. For good cause, the “Client” may request replacement of any of the “Agency” personnel.

Response to Request. If the “Client” has good cause to request a replacement, within (five) Business Days' of receiving the request, the “Agency” shall use reasonable efforts to provide substitute personnel of sufficient skill, knowledge, and training, subject to their availability.

Exclusivity of Personnel. If exclusive personnel is within the Statement of Work, the “Agency” will assign any of its personnel responsible for providing any Deliverables to the “Client” to do any work for any other of the “Agency” clients, unless the “Client” consents in writing.

Background Checks, Criminal Records Checks, and Credit Checks. To the extent permitted by Law and after obtaining the applicable consents from the affected personnel, before assigning any personnel to provide Deliverables under this agreement The “Agency” shall complete background checks on all these personnel, on the “Client’s” reasonable request and sole expense, update any background checks, and on the “Client’s” reasonable request, perform or update criminal records checks and credit checks on these personnel, at the “Client’s” expense unless criminal records checks and credit checks are required under a Statement of Work applicable to the personnel in question.

Failing Background Check. The “Agency” will not permit any personnel who fail any of the checks described in the paragraph directly above to continue to provide any Deliverables or have access to any of the “Client’s” Data.

Obligations as Employer. The “Agency” shall be solely responsible for setting compensation rates and methods of pay for its personnel, including determining and paying all wages and salaries. Determining and providing benefits, ensuring all compensation complies with Law, and filing any reports on the personnel providing any Deliverables required by Law and with the appropriate Governmental Authorities.


Project Management:



Project Managers. Each party shall appoint a relationship manager to manage the relationship established by this agreement who will have overall managerial responsibility for the party's responsibilities under this agreement, including the “Agency’s” Project Manager coordinating, overseeing, and monitoring the “Agency’s” performance of each Deliverable in the Statement of Work.

When applicable The “Agency” Project Manager will be available upon the request of the “Client” , to attend scheduled executive level meetings and planning sessions in connection with this agreement, serve as the primary liaisons between the parties, maintain steady communication with each other regarding the performance of each Deliverable, and be authorized to call on the experience, expertise, and resources of its respective party as necessary and desirable to properly perform their duties.

Communications Though Project Managers. The parties shall direct all significant communications between themselves to the other party's Project Manager, except that the “Client” may direct communications regarding disruptions, outages, latency, or other issues with a Deliverable to the “Agency” emergency contact designated under paragraph (Emergency Contact).

Contact Information

Project Manager Information. Promptly after the Effective Date, each party shall provide the other party with the name and contact information of its Project Manager.

Emergency Contact. In addition to the “Agency’s” Project Manager, the “Agency” shall provide the name and contact information of its personnel who the “Client” should contact in case of any disruptions, outages, latency, or other issues with any of the deliverables.

Change to Contacts or Contact Information. Either party may change their Project Manager or the contact information of their Project Manager, and in the “Agency” case it's emergency contact and the contact information of the emergency contact, by giving written notice to the other party detailing the changes.

Periodic Reports and Meetings

Executive Reports. The “Agency” through its Project Manager, shall provide the “Client” with executive reports of its performance under this agreement, in a form and substance the parties agree to in writing.

Feedback to Executive Reports. the “Client” through its Project Manager, shall provide the “Agency” with feedback to the “Agency” ’s reports, in a form and substance the parties agree to in writing.

Quarterly Meetings. The parties shall meet on a quarterly basis, at a time and location determined by the” Client” to review and discuss the performance of each Deliverables under this agreement and related matters, including planning, forecasting, new services, and other matters the” Client” deems appropriate.

Meeting Minutes. the “Client” shall keep written minutes of what the parties discuss at each meeting and provide a copy of the minutes of a meeting to the “Agency” promptly after that meeting.

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