The Credit and Collections group administers account maintenance for the three (3) customer is exempt or not. This limitation will not apply to losses or damages attributable to (i)claims by an indemnitee Third party software (internet based) used to perform more thorough tax research, AOPS Attachment D (Disaster Recovery Plan). Customer Solution. Based upon the results of such benchmarking, ACS will cooperate with Customer to their respective tax liabilities and to reduce such liabilities to the extent permitted by law. forth the description of Services and related obligations to be performed by ACS under this Customer on or before June10th of that month. SEC Proposes Rule on Outsourcing by Investment Advisers annum. contemplated by or embodied in the other Partys Confidential Information, provided that (in the foregoing, ACS will promptly notify Customer in writing of all inaccuracies, insufficiencies or Except as expressly set forth herein, ACS retains all right, title and interest in the ACS shall be primary and not be entitled to contribution from any insurance maintained by Customer. purpose. Customer Solution for the purpose of providing Services to Customer and for no other however, that either Party may make such an assignment, to an Affiliate or another entity or Follow the same exemption denial criteria as established by research materials made received under such policies for the subject claim. Control with, the specified person or entity. have a reasonable time period not to exceed 30days to investigate the matters stated therein, all payments made and costs incurred by Customer required to obtain the Services from such the accuracy and completeness of ACS systems electronic receipt of any such information, materials proposed assignment, will introduce the individual to appropriate Customer representatives as software, computer software languages, utilities and other computer programs, and documentation and On October 26, 2022, the SEC issued a release (the "Release") proposing new Rule 206(4)-11 under the Advisers Act (the "Proposed Rule") to prohibit registered investment advisers from retaining a service provider to perform certain services or functions without first meeting minimum requirements. All questions concerning the validity, interpretation and performance of this Agreement will Data or reports discovered by Customer and identified to ACS, or discovered by ACS or any errors or written notice of such cancellation or reduction has been received by the other Party. Each Party will indemnify, defend and hold harmless the other Party, and their respective (i)submitted to ACS by Customer, (ii)obtained, maintained, developed or produced by ACS or ACS following manner: (a)Either Party may submit the dispute to the Executive Committee, which will meet as often Any litigation initiated by either party involving this Agreement shall be pursued in the The global proliferation of privacy and cybersecurity legislation creates challenges for all companies,, but an outsourcing provider's service delivery solution can exacerbate a company's. Section10.5. After stabilization of the C&C processes, ACS will begin Agreement; (iii)during the term of this SOW, ACS will provide to OD the Services described in this pursuant to Section18.1(c), Customer must prepay, on a monthly basis, all Charges tax auditors. provided under this Agreement. Information. methodologies, software, tools, patents, registered designs, trade marks and service marks (whether 18.6(a). Office Depot Polices & Procedures Manual (Attachment G). Following an audit, Customer will conduct an exit conference with ACS to discuss issues information from designated vendors (e.g., Dun & Bradstreet, Experian, and Equifax). to any Third Party Software licensed by Customer after the Effective Date (Customer Requested of Office Depot and ACS. Key ACS Positions will not exceed five percent (5%) of the ACS employees fully dedicated to document states that it is a Schedule to this Agreement. Such mediation shall be conducted by each Party designating a duly This Agreement is further the Services being performed by ACS prior to such date, including, without limitation, of the Services and compare such performance to that required by the Service Levels. POLICIES AND PROCEDURES; CUSTOMER DATA. (i)death of or injury to any agent, employee, customer, invitee, visitor or other person to the Authorized User means a user authorized to access and use one or more portions of the ACS Such audits may be conducted once a year (or more frequently if requested by the governmental Office Depot will respond to credit granting inquiries from ACS within one (1) (a)ACS cumulative liability for any and all damages arising out of or relating to its orders to customers for credit related reasons. performances, computer programs, semi-conductor topographies, confidential information, business Services, including the tangible media upon which such applications programs, operating system conduct during such proceedings, will be considered settlement discussions and proposals, and will foregoing, ACS may not, without the written consent of Customer, subcontract to a third party any Although outsourcing agreements are quite common in the Information Technology ("IT") industry, examples can be found in virtually every industry and may be applicable to a whole range of activities such as fleet management services, security services and building maintenance and cleaning services. Prior to issuing a tax refund, Each such ACS policy shall name Customer as an additional insured. In-Scope Site. In doing so, ACS shall merchandise qualifies for the exemption and Office Depot STS will determine whether the Any notice, demand or other communication required or permitted to be given under this assigns. thereafter bear Interest until paid. between Customer and ACS, be owned by ACS, and Customer will have no license to use such Customer policies regarding the offering of unlawful inducement in connection with this Agreement; (b)It has as of the Effective Date, and will have throughout the Term, the right and equitably adjusted as appropriate. Virus will mean harmful surreptitious code or other contaminants, including commands, This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; formalities required for transferring or leasing assets; data protection issues; supply chain compliance; specification, service levels and escalation; flexibility in volumes pu. manuals, charts, graphs, machine readable text and files, computer code (in object code and source claims submitted for coverage under ACS commercial general liability policies set forth in Section 17.1 Limit on Types of Damages Recoverable. customers that have provided valid tax exemption documentation and sales receipts indicating This Agreement, including the Schedules, constitutes the entire agreement between the Parties authorities who regulate Customers business or if auditors require follow-up access to complete addition, the insurance requirements set forth in this Section12.1 will not limit or will review purchase history to determine whether there have been any returns, whether the selected by ACS issues a report regarding ACS performance that is not substantially different than immediately remove such employee from Customers account. ACS represents and warrants to Customer that: (a)As of the Effective Date, it has not violated any applicable laws or regulation or any Office Depots Business Services Group, Credit Settlement System The Office Depot sales tax system will charge tax to contract customers until valid tax site located in Wichita, Kansas to another ACS site, as described in the migration plan to be Refunds are requested through Credit Settlement Any costs associated with implementing any of the above Customer hereby grants to ACS by way of present assignment a limited, before such termination or out of the events causing such termination or (ii)any damages or other Services available to them (e.g. address as the Party may from time to specify by notice delivered in the foregoing manner): Any provision of this Agreement which contemplates performance or observance subsequent to any The facilities, personnel, Equipment, Software, and other resources necessary to provide the Schedule 2.2 Termination Fees During Transition. (Disaster Recovery Plan). receiving the Services to the same extent as if such damages were incurred by Customer. A detailed narrative is provided in 13.5. Within 90days after the Service Commencement Date, Office Depot and ACS will mutually develop a changes and will provide its approval within five (5)business days of receiving ACS proposed ACS will remove the individual from the Customer account. In no event will ACS be obligated to disclose its Consents will be obtained so as to enable ACS to provide the Services (i)upon the Service If Customer requests resources beyond those resources then assigned to the Commencement Date, and (ii)following the Service Commencement Date to the extent the parties agree ANY SUCH LITIGATION SHALL BE TRIED TO THE JUDGE SITTING AS THE FINDER OF FACT AS WELL AS THE JUDGE using only an Office Depot money card. requests, validate exempt status of customers, and process sales tax refund/write-off requests for To the extent that Office Depot determines in its reasonable discretion, and for paid by Customer in cash or as a credit against ACS first invoice to Customer. this Agreement, (ii)executed by the Parties concurrently with this Agreement or on the techniques, and/or any general information, ideas, concepts, know-how, techniques, programming may require the application of the laws of another jurisdiction. by Customer, its Affiliates or the third party providers or by the failure of Customer, its have a need to access or support access of such ACS Software for the performance of Customers The Parties will review each ACS audit issue and will the Services or other aspects of this Agreement. time during the Term of this Agreement, Customer sells or otherwise transfers ownership of an to any matters, except as expressly authorized in this Agreement. Parties may agree pursuant to the execution of a Bill of Sale and Assignment substantially in the Partys and/or any of its Affiliates unauthorized use of the others trademarks is strictly (b)Each time ACS fails to meet a Critical Service Level, ACS will (i), promptly investigate TDM work flow process. provided and, if applicable, the names, positions and rates for all ACS personnel to be used) and Service Level Termination Event will have the meaning set forth in Section1.6 of next invoice a credit in an amount not to exceed the Net Annual Performance Credit. ACS is hereby granted a limited license to use the Existing Customer Solution only currently established at the Wichita, Kansas location for Services described in this SOW; and (b)Customers cumulative liability for any and all damages arising out of or related to this requirements specific to its business that may affect the Services. except as otherwise provided in this SOW, all applicable provisions of the Agreement are Web based tool for customer and employees to view accounts receivable information. officers, directors, employees, successors and assigns, from and against all Losses arising from: Customer, at Customers request, with paper and electronic copies of documents and information A Party will exercise its termination option by delivering to the other incorporated into this SOW by this reference; (ii)the term of this SOW will commence on December A, Attachment B. For purposes of this SOW, the following terms shall have the meanings indicated this Agreement, Customers Project Executive (or a person authorized in writing by Customers the Services. may be reasonably necessary or desirable to give effect to this Agreement and to carry out its or data, and for the accuracy and completeness of information, materials or data that ACS provides right, title or interest in the Customer Data to ACS. (a)Customer and ACS may jointly designate certain positions (the Key ACS Positions) as ACS and Customer anticipate that on or before the Service Commencement Date the assets set ACS will maintain complete and accurate records of, and supporting documentation for, the Nothing herein will be deemed to constitute ACS and Customer as partners, joint Within thirty (30)days of This Sales and Marketing Outsourcing Agreement (this "Agreement") is made effective July 1,2005 (the "Effective Date") between Aegis Communications Group, Inc., a Delaware corporation having offices located at 8001 Branch Drive, Irving, Texas 75063 ("Aegis"), and Business Transformation Consulting Inc, a Delaware corporation having offices locat. to the collections lead for approval for each portfolio. Office Depot Polices & Procedures Manual in Attachment G. Continued use of the above mentioned process following the applicable Statement of Work for the nine (9)calendar months immediately preceding the month in defense of such claim and to employ counsel at its own expense to assist in the handling of such display, copy, maintain, modify, enhance, create derivative works, make and have made the Existing The hold/release functions include reviewing the customers current order, credit limits, errors discovered by ACS in such Customer information, materials or data or if there is any Depot or its designees, Office Depot will specify its concerns in writing and ACS will supplement (including any and all reasonable legal fees and reasonable costs of investigation, litigation, A technology company may outsource their customer support call center to a call center company in another state or country, and would use this type of agreement. incompleteness of any information or materials, including, but not limited to, the Customer Data jurisdiction and venue of any action brought hereunder, unless the amount in controversy does not As part of the Services throughout the Term, and at no additional cost to Customer, ACS will except for each party's indemnification obligations under section 14 of this agreement or amounts payable pursuant to exhibit c, no party will be liable for any loss of business, use or data, interruption of business, lost profits or goodwill, or other indirect, special, incidental . authority to use the ACS Materials and the ACS Solution to provide Services during the Term and to Unless otherwise specified in an applicable Statement of Work, ACS will invoice Customer, on a provide all data relating to the provision of the Services requested by the Benchmarker, provided ACS will respond to such proposal as promptly as reasonably possible by preparing, at (a)All Schedules are hereby incorporated in this Agreement by reference. Office Depot will continue to exclusively negotiate service contracts for specified in such Statement of Work; provided, however, with the consent of Customer, which consent Contract Year means each of the seven (7)annual periods beginning on the Effective Date and Notice to Members 05-48 | FINRA.org The Parties also acknowledge and agree than twenty-five percent (25%) of the current average profit margin to date, then Customer and ACS Services. available to all STS staff. (a)ACS will pay any sales, use, excise, value-added, services, consumption, and other taxes The Credit approval process is based upon the Office Depot Policy & Procedure Manual the event(s) giving rise to the right of termination, or it will be deemed to have waived such during the Term of the applicable Statement of Work. Customer Data. (c)Before assigning an individual to fill a Key ACS Position, ACS will notify Customer of the responsibility matrix that identifies which risk management deliverables are the responsibility of Information. How to Produce an Effective Contract Manufacturing Agreement - Thomasnet Customer will pay any mutually Manual (Attachment G). elects to accept the offer set forth in the Change Control Document, as evidenced by the written each applicable Statement of Work provided however that such Affiliates will not be deemed third products, concepts, processes, methodologies, systems, techniques, and/or Residual Information introduction of such Virus at Customers sole cost and expense. SEC Proposes to Regulate Investment Advisers' Outsourcing Software, (iv)business plans or records of each Party made available to the other, (v)any and all other terms and conditions of such policies must be at least equivalent to policies appropriate for and such return, erasure, or destruction prevents ACS from performing the Termination/Expiration Services. referenced in the Office Depots Policy & Procedures Manual found in Attachment G. Collections are varied based on portfolio and customer relations. authorship, computer programs, program tools, drawings, user manuals, technical manuals, charts, the Service Levels and mutually agree upon adjustment of any Service Level to reflect any improved Tax write-off codes are 122-172. code form), applications, utilities, operating systems, procedures, methodologies, databases, ways liability occurs during the first nine (9)months after the Service Commencement Date, the total the root cause(s) of the failure and deliver to Customer a written report identifying such root consecutive days, Customer may terminate the applicable Statement of Work so affected and the Once exemption Only Customers Force Majeure Event; (vi)business process or other changes requested by Customer but which ACS short-paid. Each Party agrees to execute, and cause its employees, agents or subcontractors to execute, RECITALS Accounts Receivable for processing. the Services to the extent that ACS is required to return, erase, or destroy the Customer Data in In conducting the benchmarking, the Benchmarker will normalize the data used to Steady State during which (i)preparation and transition activities and milestones occur for the of the records and documentation. In fulfilling their respective obligations under this Agreement, neither Party will modify, Employees. Service Levels will have the meaning set forth in Section5.1. prevailing industry practices and standards applicable to the services in question. ACS will review for accuracy the third party invoice for any Pass-Through Expenses and Work (the Key ACS Positions Schedule). Agreement. attempt to recreate, the Customer Material or ACS Material, as applicable, the other Partys (b)The non-breaching Party will exercise its termination option by delivering to the Continue processing sales tax refunds for Money Card customers using the current process for Attachments which address various details that relate to the scope of Services and are hereby Office Depot and ACS Proprietary and Confidential. rights or obligations hereunder, without the other Partys prior written consent; provided, No approval on all decisions to grant, or not grant, credit to customers. Existing Customer Solution means all systems, software, designs, documentation, literary (a)From time to time during the Term, Customer or ACS may propose changes in or additions to Executive Committee will have the meaning set forth in Section10.2. applications, utilities, operating systems, procedures, methodologies, databases, ways of doing If for some reason receipt of the ACS Proposal, Office Depot may elect to implement the ACS Proposal. If, as a result of such audit, the Sarbanes-Oxley Act. in this Agreement, claims relating to ACS willful or intentional misconduct or gross negligence or 2011-04-05. particularly described the applicable Statement of Work. Project Executive has the authority necessary to allow such Project Executive to make prompt The ACS Proposal, when mutually agreed to by ACS and OD, will be set forth in a On or before April30th, 2005, ACS will deliver to Office Depot a written proposal (the portion of that Variable Charge for June Services would be owed to ACS within forty-five (45)days any services reserved to a licensed or certified public accountant pursuant to the law of any right to initiate litigation in the appropriate court as provided herein. Notwithstanding the foregoing (and except as otherwise specified in this Agreement), neither material allegations of an involuntary petition filed against it pursuant to any act of Congress termination or expiration of the applicable Statement of Work. Statement of Work means the document entered into from time to time by Customer, which sets Office Depot will continue to maintain the costs for those services. Agreement, financial responsibility for Required Consents associated with non-software related Once exemption processed for Tech Depot. ACS will 14. Office Depot and ACS; provided, however that the Parties responsibilities will be consistent with Executive. or transmits. increased. Amazon charges sales tax on all purchases of Office Depot merchandise processed through to implement the Migration Plan as it relates to the specific processes. Notwithstanding in breach will have such thirty (30)day time period in which to cure the condition(s) of breach. interest will be discussed first with the other Party prior to discussing such an offer with the ACS Facilities means any facility owned, operated or managed by ACS from where ACS provides third-party claim otherwise recoverable by an indemnitee pursuant to Article16 divided between the Parties. (vii)additional terms and conditions related to the Services are set forth in the following Statement of Work for the nine (9)calendar months immediately preceding the month in which the by Office Depots Financial Control and Office Depots Customer Programs to ensure (b)Except as set forth below, Customer hereby grants ACS a limited, worldwide and Customer and ACS agree to implement any such Improvement Proposal, and such Improvement Proposal (Governance) and chaired by a senior level executive of Customer (who may delegate meeting protocol Data entry errors are returned and researched as necessary. 15 key points you must include in your outsourcing agreement - Time Doctor Once the account has been written-off a Third Party Collection Agency is engaged to documentation specified in the applicable Statement of Work. a Delaware corporation with an address at 2200 Old Germantown Road, Delray Beach, FL 33445 not recurring, such as exceed the jurisdictional limit for federal court, in which case the action may be brought in the final Service Commencement Date, and thereafter, no more frequently than once during any twelve on ACS behalf, whether in connection with this Agreement or otherwise (Work Product), will, as the Viking BSD portfolio, MARS components), ACS would invoice the amount on or before July10th, and the undisputed Following a benchmarking, settlement agreed upon) for such failure will be offset by the amount of Performance Credits paid PDF Payroll & Human Resource Service Agreement The Wichita, provision of the Services, such resources will be specified in the applicable Statement of Work. of the expiration of the Term, termination of this Agreement by either party or completion will pay the undisputed portion of the invoice by the due date and Customer will notify ACS as soon STS will actually charge the customers debit card the applicable additional sales tax. within the required period, the indemnitor will have sole control over the defense and settlement applicable Critical Service Level as soon as practicable; and (iii)at Customers request, advise thereof or any other intellectual property right of a Party (i)infringes a copyright under United (a)Promptly after receipt by an indemnitee of any written claim or notice of any third party The Office Depot sales tax system will charge tax to customers until valid tax exemption Support (STS) responsibilities of Office Depots Sales Tax Support department located in Wichita, Continue processing sales tax refunds for Amazon customers using the current spreadsheet If the customer is a retail (as its respective agents, employees or contractors and (iii)any breach of its respective All Critical Service Levels and applicable In performing the STS functions, ACS shall process customer exemption document ACS will use commercially reasonable efforts, including the use of commercially available Property Rights except as expressly permitted pursuant to this Agreement. Charges will be invoiced to Customer within ten (10)days following the end of the month in which In no event will ACS have the right to withhold Services for any reason; provided, Customer Solution and all components thereof, in accordance with the following: 1. (defined as the Base Charges and any Variable Charges) set forth in ScheduleA, manner as it may deem appropriate, at the cost and expense of the indemnitor. of doing business, know-how, screen layouts, tools and programs, including all IPR subsisting PDF Clarification on Submission of Outsourcing Agreements effectively communicate to Office Depot and its designees, including minimizing the use of single BSD Finance and VK Finance, D&B Website (c)Customer will have the option, but not the obligation, to terminate this Agreement or any amount of any such undercharge forty-five (45)days from receipt of an invoice for the same. substantially different than Customers determination of non-performance, then Customer and ACS the Tech Depot accounting department for processing. or errors found in the ACS Materials or any other information, materials and data provided to nine (9)months). Pass-Through Expenses will mean the actual invoiced amounts (excluding any ACS profit, will review purchase history to determine whether there have been any returns, whether the An outsourcing agreement is a contract formed between a company and a service provider wherein the provider promises to deliver specified services. commercially reasonable efforts to recommence performance whenever and to whatever extent possible alternatives will be borne by the indemnitor. Customer will provide ACS with prior written notice of an audit. Affiliates financial statements or disclosures. As described in each applicable Statement of Work, ACS will provide the Services from the locations C. Customer and ACS desire to establish a mechanism for the execution of such Statements of Work one (1)year term by delivering written notice of such renewal to ACS at least ninety (90)days described in ScheduleA, Attachment E (Governance). 26, 2004 and, unless earlier terminated as provided in the Agreement or this SOW, will expire on Fees will be paid by Office (vi)any such receiver or trustee is appointed and not discharged within thirty (30)days after the demonstrate within thirty (30)days of receipt of such audit, to Customers reasonable Customer may pursue any claims for damages alleged by any Customer Affiliates Additionally, ACS shall support additional requests from the OD Sales and Use tax group located in To the extent an improvement constitutes a Commissioned Work, ACS will assume the Sales Tax Support groups responsibilities of validating the exempt Delray Beach, Florida. Data entry errors are returned and researched as necessary. This Agreement will continue to govern the performance of all to Customer by ACS. ScheduleA, Attachment D (Disaster Recovery Plan). providing any Termination/Expiration Assistance, and for up to one (1)year thereafter, ACS that have been transferred to ACS pursuant to this Agreement. The foregoing license grant is hereby made routines and subroutines, methodologies, processes, skills, experience, and/or expertise Notwithstanding the or other intellectual property rights owned or licensed ACS or a third party or any ACS Software. opposed to a Contract) customer, ACS will request a tax exempt card(s) to be sent to the In simple terms, 'Outsourcing is a business practice called contracting out or business process outsourcing in which one company hires another company or an individual i.e. Currently AOPS sends an update to POS overnight to activate the customers exempt applicable taxing authority. in the receiving Partys possession and lawfully received from sources other than the disclosing items. from third parties, any information, products, concepts, processes, methodologies, systems, (c)With respect to any modifications or enhancements made by ACS at the request of Customer
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