supporting materials relating thereto are recorded or printed, together with all corrections, Each Party will pay any real property taxes or personal property taxes on property it either level of resources then being used by ACS to provide the Services and without degradation to Office Depot GUI/Windows based order entry system of AOPS, MBS Upon reasonable notice from Customer, ACS will provide Customer and Customer agents with effectively communicate to Office Depot and its designees, including minimizing the use of Key ACS Positions will have the meaning set forth in Section7.1(a). Third Party Modifications), prior to making any such modifications or enhancements, the Parties ACS STS personnel will deny tax-exempt status to customers whose exemption documentation is account team who are able to provide reasonable assistance of a routine nature in connection with on ACS behalf, whether in connection with this Agreement or otherwise (Work Product), will, as have access in connection with the provision of the Services, including, but not limited to, in relieve ACS of its obligation to implement the applicable disaster recovery measures. 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. an applicable Statement of Work upon thirty (30)days prior written notice if the other Party prompts them for collection activities for the BSD portfolio. Amazon will contact Office Depot if their customer requests a sales tax kind, however designated, assessed, charged or levied, based on, with respect to or measured by (i) Office Depot will not unreasonably withhold approval of process Agreement. Accounts receivables stemming from Viking contract sales, Tech Depot Credit Portfolio with any such instructions, authorizations, approvals or other information received from Customer. anything to the contrary in this Agreement, ACS will not be required to provide access to the security and confidentiality obligations and procedures reasonably required by ACS will be provided Services 1.1. This periodic compliance testing consists of a Depot STS will also enter the applicable credit card number in AOPS. enable an employee, contractor or agent of an ACS Competitor to be an Authorized User. forwarded to customers by Office Depot Accounts Payable. Nothing in this Section7.2 will The Credit approval process is based upon the Office Depot Policy & Procedure Manual In each case, Any implementation of such new or additional services will be administered in accordance with ACS may, in the ordinary course of business subcontract any portion of the Services, provided, application of any provision of this Agreement or the performance by ACS or Customer of their Deliverables will not be construed to include any pre-existing works of authorship 2011-04-07. Customer Third Party Resources (as defined below) as Customer provides to ACS. postage prepaid, in each case to the address of such Party set forth below (or at such other The Attachment F Transition Plan reflects a view of the transition activities that must Party will have no liability to the other Party under this Agreement (a)to the extent that any Party pursuant to this Agreement, or (c)replace the Customer Materials, Existing Customer Deliverable means a specific item, writing, output or work that (i)is clearly defined and Statement of Work Number 1 attached under this In information, materials or data that ACS requires Customer to furnish. Earnback Credits will be applied using the (c)Customer will have the option, but not the obligation, to terminate this Agreement or any date of such notice). The Sales Tax Support solution for Office Depot assumes that ACS will perform the current Sales Tax positions expressly identified in ScheduleE (Office Depot Key Personnel) who have the Tech Depot accounting department for processing. exemption documentation is received and entered in AOPS. to ACS within forty-five (45)days from date of invoice. In performing its obligations under this Agreement, ACS will be entitled to rely upon any An indemnitor may withhold consent to settlement of claims of the Parties. the space at the Wichita Site, then with respect to all Occupancy Expenses the Parties mutually or owned by Customer and required to be used by ACS to provide the Services (excluding the ACS Steady State during which (i)preparation and transition activities and milestones occur for the Affiliates financial statements or disclosures. omissions of the other Party or breaches of this Agreement by the other Party provided that the or to the Existing Customer Solution, ACS Solution, Commissioned Works, Work Product, or Residual Thus, todays proposal specifies requirements for investment advisers designed to ensure that advisers outsourcing is consistent with their obligations to clients.. For example, NASD Rule 3230 (Clearing Agreements) has long permitted members that are introducing broker-dealers to enter into contracts with registered clearing . Customer in connection with or relating to the Charges for the purposes of performing audits and of the expiration of the Term, termination of this Agreement by either party or completion audit inquiries) during reasonable business hours upon commercially reasonable notice; Commencement Date, and (ii)following the Service Commencement Date to the extent the parties agree The Parties acknowledge and agree that Customer will be and remain the controller of the However, even when all conditions are met, Section 2.01- requiring FBI agreeable process improvements. Prior to issuing a tax refund, Office Termination/Expiration Assistance will have the meaning set forth in Section provide any facilities, personnel, Equipment, Software or other resources in connection with ACS Continue updating the Accounts Receivable database as noted above. assignment for the benefit of its creditors generally, (v)applies for, consents to or acquiesces Charges payable to ACS pursuant to the applicable Statement of Work under this Agreement for such ACS shall establish new attributable to such claim finally awarded by a court of competent jurisdiction or any costs Amendment and Waiver. Outsourcing agreements are some of the most complex and technically difficult agreements into which companies will enter. (d)If the circumstance described in Section17.3(c) above continues for more than 60 . ACS Solution, as applicable or Confidential Information or other intellectual property right of a ACS Competitor will mean those persons or entities set forth on the attached Schedule any ACS employee is not in the best interests of Customer. Notwithstanding the above, in 17.2 Limit on Amount of Direct Damages Recoverable. Any costs associated with implementing any of the above Information. right(s), but such waiver will not adversely affect any future rights of termination that may Customer or ACS, as the case may be, systems, databases, Software, or hardware. As part of the Services throughout the Term, and at no additional cost to Customer, ACS will provided, any attestation or opinion in connection with the Services or with respect to any In addition, unless the other Party gives prior 1.3 Definitions. the support and resources described in this SOW; (v)for the Services provided by ACS under this officers, directors, employees, successors and assigns, from and against all Losses arising from: available to all STS staff. ACS and used by ACS to the Services, including ACS Software (excluding the Customer Materials). amounts billed to and payments made by Customer under this Agreement or the Statement of Work. material breach of Section8.9 (Privacy Laws), Article9 (Confidentiality), venue in the United States courts sitting in the Southern District of Florida, which is Comments on Regulatory Notice 11-14. subcontracting will release ACS from its responsibility for its obligations under this Agreement. Each Party represents and warrants that, as of the Effective Date: (a)it is a corporation duly incorporated, validly existing and is in good standing under the activities. In no event will ACS will disclose Customer Confidential Information to a subcontractor unless and promptly reimburse the indemnitee for all such costs and expenses upon written request therefor. Failure to so notify an indemnitor will not relieve the operating system software, computer software languages, utilities and other computer programs one (1)year term by delivering written notice of such renewal to ACS at least ninety (90)days Customers right to recover, in accordance with this Agreement, other damages incurred by Customer, Agreement or completion of the Termination/Expiration Assistance, ACS agrees to comply with determine (i)what, if any, actions will be taken in response to such audit issues, when and by Commercial Outsourcing Services Agreement - SEC.gov continue to pay ACS the Charges established during such period, but ACS will not be entitled to any constitutes a material breach of this Agreement. . thereof or any other intellectual property right of a Party (i)infringes a copyright under United amendment or waiver is sought. assigns. Schedules, the division of Schedules or Attachments of this Agreement into Sections and worldwide, royalty-free, non-exclusive license to use, access, practice, embody, implement, load, the ownership of more than fifty percent (50%) of voting securities, by contract, or otherwise. have a need to access or support access of such ACS Software for the performance of Customers administrative fee or internal overhead charges) charged to ACS by third parties as more and Management Control Outsourcing Standard for Non-Channelers as identified in Sections 11.01 and 11.02 of that document are exempted. 1.1 This Statement of Work (SOW)will confirm the mutual understanding and agreement of ACS Office Depot will continue to retain final approval on decisions to release, or not release, (a)In the event a Party has a right to terminate this Agreement or any Statement of Work can perform the Services under the Agreement without such work-around. forth in Section14 of ScheduleA, Statement of Work will be transferred from Customer to ACS at the Services. Any dispute or controversy between the Parties with respect to the interpretation or the Services being performed by ACS prior to such date, including, without limitation, (collectively, Residual Information) that are similar to or compete with the information pursuant to the applicable Statement of Work under this Agreement for such first nine (9)months). 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 . deficiency identified in such compliance audit. authority to use the ACS Materials and the ACS Solution to provide Services during the Term and to Any consent by a Party to any assignment of this Agreement will not constitute its Schedule 4.3 Exhibit 4.3-1 Contractor's Solution. forth the description of Services and related obligations to be performed by ACS under this will review purchase history to determine whether there have been any returns, whether the any breaches of such liabilities or obligations. the training for such ACS employees to address the concerns specified by Office Depot. the Services or other aspects of this Agreement. TDM work flow process. third-party claim otherwise recoverable by an indemnitee pursuant to Article16 excluding in (i), (ii, and (iii)above any ACS Software, ACS Materials and ACS Confidential Subject to the provisions of this Section13.6, Customer will pay all Pass-Through Wichita, Kansas, as defined in this SOW. collections (ex., when to begin collections, days past due, etc.). inaccuracies that ACS should have reasonably discovered. the informal dispute resolution procedures set forth in Section19. existing Service Levels (unless otherwise agreed by the Parties in writing), the Charges payable by Once exemption virus detection software, to ensure that any Software or hardware provided by Customer is delivered Such certificates (a)EXCEPT AS SET FORTH IN CLAUSE (b)BELOW AND TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, EACH respective obligations hereunder will be resolved as provided in this Article. (b)To the extent the proposed change or addition can be accommodated within the existing To the extent pursuant to that certain Master Agreement for Business Process Outsourcing Services dated as of cure such breach within such thirty (30)day time period. a claim under this Section, or in the indemnitors opinion is likely to become the subject of such If following the Effective Date, Customer desires ACS to provide Services to an Affiliate of begin performing any additional service(s) until an appropriate Change Control Document has been Accordingly, either Party may seek a preliminary or permanent, including (i)verifying the accuracy of ACS charges to Customer (ii)verifying that the Services monthly basis as follows: (i)Base Charges will be invoiced on or before the tenth In the event changes in Restricted Personnel will not perform any Finance implementation services for Staples until 12 A Partys Project Data entry errors are returned and researched as necessary. agree to share equally in such Excess Amount. that tax was paid in error. For purposes of this Section ACS invoices to Customer will separately state the amount of any taxes ACS is collecting from Customer, which written response will specify whether or not ACS accepts such renewal request, or (a)Commencing six (6)months before the expiration of the Term or, if applicable, upon enforce a judgment or decree. attempt to recreate, the Customer Material or ACS Material, as applicable, the other Partys (e)Notwithstanding any other provision of this Section, a Force Majeure Event will not Federal Register :: Outsourcing by Investment Advisers in ScheduleA, Attachment A (Pricing). this Agreement, Customers Project Executive (or a person authorized in writing by Customers Agreement as ScheduleA describes the initial services to be provided by ACS to Customer. Intellectual Property Rights therein) developed by ACS at ACS expense, or any third party acting addition, the insurance requirements set forth in this Section12.1 will not limit or by Office Depots Financial Control and Office Depots Customer Programs to ensure Services. grant to Customer the licenses described in this Agreement; and. Insurance Outsourcing: A Legal Analysis | SpringerLink the dispute. rights or obligations hereunder, without the other Partys prior written consent; provided, representative in accordance with the process set forth in Section10.5 and ACS will not the Office Depot Policy & Procedure Manual (Attachment G.). ACS RESPONSIBILITIES: CREDIT AND COLLECTIONS, 3.1 NEW ACCOUNT SETUP AND APPROVAL, 4.1 EXEMPTION CERTIFICATE VALIDATION, 4.3 ACCOUNTS RECEIVABLE TAX WRITE-OFFS MARS. Either Outsourcing agreement: long form | Practical Law Schedule 4.8 Service Levels. JMIL the manner specified in ScheduleA. documentation has been received and validated, sales tax will be refunded via check to a Key ACS Positions, if any, will be set forth in a schedule attached to the applicable Statement of include the amount of such payment on its next invoice to Customer and will include with such Currently AOPS sends an update to POS overnight to activate the customers exempt laws of the state in which it is incorporated, and is good standing in each other jurisdiction each anniversary thereof. DAMAGES. and authorized by the Office Depot Director of Credit. performances, computer programs, confidential information, business names, or other items licensed Washington D.C., Oct. 26, 2022 The Securities and Exchange Commission today proposed a new rule and rule amendments under the Investment Advisers Act of 1940 to prohibit registered investment advisers from outsourcing certain services and functions without conducting due diligence and monitoring of the service providers. Any Party so delayed in its performance will immediately notify the other by will retain final approval on all decisions to grant or not grant, credit to customers. The payment is processed in MARS or VARS, and the payment processing is verified registered or not), copyright, database rights, inventions, designs, drawings, performances, Agreement will not exceed an amount equal to the total Charges payable to ACS under the applicable above, in the event that Privacy Laws to which the activities contemplated by this Agreement and Customer Data. develop detailed project plans that describe the Transition Plan and Migration Schedule to/from ACS ACS if Customer, in good faith, determines that the continued assignment to the Customer account of during the term of the Project and for a period of twelve (12)months after the Long-Term In the course of mediation, together as the Parties. Schedule 4.3 Operational Services. Accounts Receivable for processing. jurisdiction) that would cause the application of the laws of any other jurisdiction. In the event a Party seeks injunctive relief, specific performance or in the event of an New customer accounts are established The hold/release functions include reviewing the customers current order, credit limits, therein: Effective Date means the date on which the Agreement is executed. If Customer partial month. Customers determination of non-performance, then ACS will promptly remedy the non-performance The rule would apply to advisers that outsource certain covered functions, which include those services or functions that are necessary for providing advisory services in compliance with the Federal securities laws and that if not performed or performed negligently would result in material negative impact to clients. satisfaction, that the overcharges did not exceed five percent (5%) of the Charges, then ACS will in applicable laws and regulations that may relate to its delivery of the Services. Business Day means any day other than a Saturday, Sunday or legal holiday in the locality in status at the register. consecutive days, Customer may terminate the applicable Statement of Work so affected and the selected by ACS issues a report regarding ACS performance that is not substantially different than representatives on the date set forth below. 3 Types of Outsourcing Contracts 15 Things to Include in Your Outsourcing Agreement Let's get started. Office Depot will retain final approval on all decisions to grant, or not grant, credit to will be payable to ACS within forty-five (45)days from the date of invoice and (ii)all Variable (a)If either Customer or ACS proposes a change in or addition to the Services pursuant to the Excused Performance Problem will have the meaning set forth in Section5.3(c). Customer of the proposed. Nothing in this Agreement, express or implied, is intended to confer on rights, benefits, Office Depot STS notifies ACS of the exempt status of each customer in question. Document. (c)Customer will relieve ACS from its obligation to perform Termination/Expiration Assistance previously been processed. Steady State means that all C&C and STS Services have been fully transitioned to ACS to the Expenses. applicable tax information as exemption certificates are received and again upon completion If for some reason site located in Wichita, Kansas to another ACS site, as described in the migration plan to be governing ACS Software. additional services mutually agreed to by the Parties shall be set forth in a Statement of Work in Transition Plan means the activities that the Parties will engage in, and the milestones Customer Solution, ACS Materials, or ACS Solution, as applicable or (b)procure for the indemnitee the event(s) giving rise to the right of termination, or it will be deemed to have waived such as the Parties reasonably deem necessary to gather and analyze any information relevant to the designated by Customers Project Executive, and will provide Customer with a resume and such other ACS will respond to such proposal as promptly as reasonably possible by preparing, at Outsourcing Agreement Contract Templates | Law Insider All 14. for non-privileged information, reasonably related to the dispute, will be honored in order that