Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

Exhibit 10.24AH

 

AMENDED AND RESTATED PROCESSING AND

PRODUCTION SERVICES AGREEMENT

 

This AMENDED AND RESTATED PROCESSING AND PRODUCTION SERVICES AGREEMENT (“Agreement”), is made and entered into effective as of the date of last signature by a party hereto (“Effective Date”), by and between CSG Systems, Inc. (“CSG”), with a principal office located at 9555 Maroon Circle, Englewood, CO 80112 and Time Warner Cable Enterprises LLC., a limited liability company (“TWC”), with a principal office located at 60 Columbus Circle, New York, New York 10023.

WHEREAS, CSG and Time Warner Cable Inc. entered into that certain ComTec Processing and Production Services Agreement (CSG #2294504) effective as of June 18, 2003, as amended (“Original Agreement”);

WHEREAS, on or before the Effective Date, Time Warner Cable Inc. assigned all of its rights, title and interest under the Original Agreement to TWC;

WHEREAS, CSG and Time Warner Cable Inc. entered into a Master Subscriber Management Agreement (CSG #1926320), executed March 13, 2003 and effective as of April 1, 2003, as amended (“Billing Agreement”) which relates to print/mail products and services;

WHEREAS, CSG and ****** ***** ********* *** (“***”), an entity affiliated with Time Warner Cable, Inc., entered into a Processing and Output Services Agreement (CSG #2500363) executed December 31, 2012, as amended (“*** *********”) which relates to print/mail products and services;

WHEREAS, CSG and TWC desire to amend and restate the Original Agreement, to transfer print/mail products and services, described herein as Products and Services, from the Billing Agreement to this Agreement, and to establish a procedure whereby *** may receive Products and Services hereunder;

NOW, THEREFORE, in consideration of mutual covenants and agreements contained herein, the parties agree as follows:

1.Definitions.  As used herein, the following terms shall have the meanings set forth below:

“ACP Client” shall mean any Client that receives bill processing from CSG under the Billing Agreement and will receive Products and Services under this Agreement.  ACP Clients as of the Commencement Date are described in Exhibit K.

“Addendum” shall mean the agreement in the form of Exhibit L between *** and CSG for the provision of Products and Services to *** under the terms and conditions of this Agreement.

“Allocated Monthly PDF Service Fee” shall mean $******.

“Client” or “Clients” shall mean TWC, and each TWC Company that receives Products and/or Services pursuant to this Agreement.  

“Commencement Date” shall mean May 1, 2014.

“Control” (including the terms "controlling," "controlled by" and "under common control with") shall mean, in relation to any business entity, the ownership directly or indirectly of fifty percent (50%) or more of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation, or the possession, either directly or indirectly, of the legal power to direct or cause the direction of the general management of the entity in question, whether through the ownership of voting equity interests, by contract, or otherwise.

“Customer” means any customer or subscriber of a Client.

1

 

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Exhibit 10.24AH

 

“Electronic Billing” shall have the meaning set forth in Section 3(f) of this Agreement.

“Electronic Billing Systems” shall mean any Client or third party systems that provide electronic presentment or payment of Customer bill statements on behalf of Clients.     

“Export Approved Countries,” if applicable to the Services and Products under this Agreement, shall mean *********, ******, ***** ****, ********* ********, *********, *****, ******, ******, ***********, *********, ** ********, ******** ** ******** and ************ ** ********.

“Letter of Authorization” or “LOA” shall mean an agreement executed by CSG and any Client for the provision of CSG professional services to Client in connection with Products and/or Services at an estimated fee of less than $*********.

“Materials” shall mean paper and envelopes.

“Migration Services” shall have the meaning set forth in Section 3(d) of this Agreement.

“Migration to CSG” shall have the meaning set forth in Section 3(d) of this Agreement.

“Migration SOW” shall have the meaning set forth in Section 3(d) of this Agreement.  “Non-ACP Client” shall mean any Client which receives bill processing from a third party bill processor or via a Client proprietary billing system.  Non-ACP Clients as of the Commencement Date are described in Exhibit K.  

“Other Mediums” shall mean mediums that Clients may elect from time to time including but not limited to website and desktop applications, wireless devices, etc. through which PDF Images may be viewed.

“PDF Images” shall mean a Customer’s statement in the form of a .pdf image exactly as a hard copy version of the statement would appear to the applicable Customer (front and back), including customized statement messages and advertisements.  

“PDF Presentment Services” shall mean the services defined in Exhibit A, Section 9 and in Exhibit A-4.

“Pricing Schedule” shall mean Exhibit C, Fees, to this Agreement.

“Products” shall mean any software or other products licensed or otherwise provided by CSG to Clients under this Agreement, including but not limited to those described on Exhibit B hereto and/or as listed on Exhibit C hereto.

“Services” shall mean the processing, print and mail and other services provided by CSG under this Agreement, including but not limited to those described on Exhibit A hereto and/or as listed on Exhibit C hereto.

“Statement of Work” or “SOW” shall mean an agreement executed by CSG and any Client for the provision of CSG professional services to Client in connection with Products and/or Services at an estimated fee of more than $*********.

“Technical Services” shall mean professional services provided by CSG.

“Technical Services fee” shall mean the Technical Services fee as set forth in Exhibit C, Fees, Section 3.B.IV., Optional Services.

“Third Party Systems” shall mean third party systems not provided by TWC through which PDF Images may be viewed.

“TWC Company or “TWC Companies” shall mean (a) Time Warner Cable Inc. and/or Time Warner Entertainment-Advance/Newhouse Partnership, or (b) any entity that is majority-owned by TWC and/or one or more of the foregoing entities, or (c) any corporation, partnership, limited liability company or other entity which is managed in whole or in

 

significant part by any entity described in clause (a) or (b) above or through managers designated by any entity described in clause (a) or (b) above.

“TWC Design Look and Feel” shall have the meaning set forth in Section 13(c) of this Agreement.

“TWC Marks” shall have the meaning set forth in Section 13(b) of this Agreement.

“USPS” shall have the meaning set forth in Section 3(f) of this Agreement.

2.Term.  This Agreement shall commence as of the Effective Date and shall expire on April 30, 2019.  As of the Commencement Date, the Original Agreement shall be superseded by the terms of this Agreement with respect to Products and Services hereunder; provided, however, that the Statements of Work and/or Letters of Authorization described in Exhibit J shall remain in effect and be governed by this Agreement.  

3.Services and Products.  

(a)As of the Commencement Date, CSG will provide Products and Services to ACP Clients.  Concurrently herewith, CSG and Time Warner Cable Inc. are negotiating an amendment to the Billing Agreement to delete print/mail products and services in the Billing Agreement, including but not limited to paragraph B. of the Section in Schedule F of the Billing Agreement titled “********** ****” (as set forth in the Fifty-Ninth Amendment to the Billing Agreement) (“Billing Agreement Amendment”).  The parties thereto agree to sign the Billing Agreement Amendment to be effective on May 1, 2014.  In the event that any print/mail products and services under the Billing Agreement are not identified under this Agreement as Products and Services as of the Commencement Date, CSG will continue to provide such print/mail products and services to ACP Clients under the terms of the Billing Agreement until the effective date of an amendment to this Agreement to incorporate such print/mail products and services on terms and pricing no less favorable than in the Billing Agreement.

(b)At any time during the Term of this Agreement, *** may elect to receive Products or Services in accordance with the terms and conditions of this Agreement by giving CSG at least thirty (30) days’ prior written notice of such election to CSG and TWC.  At any time following such notice from ***, CSG may provide *** with copies of this Agreement and any subsequent amendments thereto promptly after execution by CSG and TWC without prior notice to TWC and without violating the provisions of Section 9, Confidentiality.  *** and CSG shall execute an Addendum in the form of Exhibit L to document such election and, as of the effective date thereof, *** may receive Products and Services hereunder.  The Addendum shall not vary the terms and conditions of this Agreement as it applies to *** without TWC’s prior written consent.  CSG shall provide a copy of the Addendum (and any subsequent amendments thereto) to TWC promptly after execution by CSG and ***.  If CSG and *** make any such variation, then CSG agrees that, upon TWC’s election, Clients shall be entitled to any rights or benefits in favor of *** set forth in any such variations, and CSG will provide TWC with confirmation of such variations.  Notwithstanding the above, CSG may provide print/mail products and services to *** under and Addendum, as it may be amended from time to time, that are not Products and Services under this Agreement without TWC’s prior written consent and such shall not be considered a variation hereunder.  TWC shall not be responsible for ***’* compliance with this Agreement or for the acts or omissions of ***.  Instead, if *** elects to receive Products or Services hereunder, CSG shall look only to *** for payment of all amounts owed to CSG, and performance of any other obligations hereunder, as they relate to ***.

(c)Any TWC Company (at its option) may purchase Products and Services pursuant to this Agreement by (i) submitting a purchase order therefor to CSG or by an amendment mutually acceptable to the parties, and (ii) where Client is migrating print/mail services from a different provider or contract to this Agreement, such Client shall also enter into a mutually agreed upon Statement of Work for Migration Services (as defined in paragraph (d) below).  Schedule K shall be amended to include such TWC Company’s sites.

(d)Where migration from a different print/mail vendor or a different contract will occur in connection with any Products and/or Services purchased by a Client hereunder (a “Migration to CSG”), CSG and Client shall enter into a Statement of Work pursuant to which CSG shall provide the following Services (collectively, “Migration Services”):

 

(i) programming and implementation of the Client’s proprietary bill statement design provided by the Client to CSG;

(ii) programming and implementation necessary in order for CSG to process, print and mail all hard copy bill statements;  

(iii) programming and implementation of the PDF Presentment Services and support to third party Electronic Billing Systems, Third Party Systems and Other Mediums in accordance with this Agreement and SOWs; and

(iv) any other activities, including letters, that are mutually agreed upon in connection with the Migration to CSG.

 

Where a Migration to CSG involves the Migration Services described in paragraphs (d)(i) or (d)(ii) above, then unless otherwise agreed by such Client in writing, CSG may not charge any fees or expenses for such Migration Services, except for any reasonable out-of-pocket travel expenses that are mutually agreed upon in writing in a Statement of Work for such Migration Services (“Migration SOW”).  Where a Migration to CSG involves the Migration Services described in paragraphs (d)(iii) or (d)(iv) above, then, subject to mutual agreement of the parties, CSG may charge fees and expenses for such Migration Services, including any reasonable out-of-pocket travel expenses, that are mutually agreed upon in writing in the Migration SOW, computed on the basis of the Technical Services fees.  Migration Services shall be deemed to be complete when the services set forth in each Migration SOW are accepted by Client(s), except that the Migration SOW for Customer billing statements will be deemed complete once CSG has printed and mailed the first live Customer billing statement for each bill cycle to be migrated.  After completion of each Migration SOW, the Client shall have a period of ***** (**) days to identify and communicate to CSG any problems identified by the Client in connection with the printing and mailing of such billing statements or services under such Migration SOW, provided that such problems arise from CSG’s failure to meet the requirements of the Migration SOW.  CSG agrees to correct any such problems at ** ****** to the Client.  Any technical and programming services requested by the Client subsequent to completion of the Migration Services (except for any issues identified within the ***** (**) day window described above) shall be performed by CSG for a fee computed on the basis of the Technical Services fees.

(e)CSG shall provide the Services and Products to Clients for the prices set forth in the Pricing Schedule.    

(f)During the Term, each Client hereunder shall use CSG as its sole and exclusive provider of services for the printing and mailing, through the United States Postal Service (“USPS”), of its Customers’ monthly bill statements solely to the extent described on Exhibit H; provided, however, that such obligation shall not apply with respect to any cable system or business unit (i) that will undertake a Migration to CSG until the Migration to CSG is completed; or (ii) acquired by a Client and within the scope described on Exhibit H for the term (which shall not include any optional renewals) of any existing agreement with a different print and mail vendor or a different contract with CSG applicable to such cable system or business unit.  Notwithstanding the foregoing, under no circumstances shall such obligation be deemed to apply to the generation or viewing of images of Customer bill statements or to electronic presentment or payment of Customer bill statements (collectively, “Electronic Billing”).  CSG understands and agrees that Clients may purchase or receive services from third parties, and license or receive products from third parties, that are similar to the Services and Products with respect to (i) any part of its business that is not expressly included within the scope of exclusivity described on Exhibit H; and (2) Electronic Billing.    Without limiting the Products and/or Services that may fall within the term “Electronic Billing” hereunder in the future, the parties agree that, as of the Commencement Date, the Services provided under this Agreement that fall within the term “Electronic Billing” are as follows:  PDF Presentment Services, Statement Express, Statement Express API, Exact View and Exact View API.  With respect to any Client that is subject to the exclusivity obligations described in the first sentence of this Section 3(f), CSG acknowledges and agrees that it is not a violation of such exclusivity obligations if such Client sells, transfers or otherwise divests any cable system(s) or business unit(s) receiving Products and/or Services under this Agreement (whether such transaction takes the form of a conveyance of assets or equity, merger, consolidation or other business reorganization).  For purposes of the preceding sentence, “divest” shall mean a sale or transfer to an entity that is not a TWC Company.

(g)Subject to each Client’s compliance with any applicable exclusivity obligations it may have under Section 3(f) above, any Client may, by notice to CSG from time to time, add or remove cable systems or business units, as applicable, with respect to which it will receive Services and Products hereunder.  

(h)A Client may modify specifications for a particular Service by furnishing revised specifications in writing to CSG, which completely replace the previous specifications.  If such a modification would result in significant out-of-pocket

 

costs for CSG to perform the required Service, as so modified by such Client, then (i) CSG shall promptly notify Client of such increased costs and shall set forth in writing and in reasonable detail the basis for calculating any such increase in cost, and (ii) CSG and such Client shall negotiate in good faith to determine a reasonable price increase for the performance of such Service pursuant to such modified specification.  If CSG and such Client cannot reach mutual agreement on the price relating to such modification, then CSG shall not proceed with performance of such Service pursuant to such modified specification.

4.Support Services.

CSG shall provide each Client with technical support and maintenance of the Products and Services as described on Exhibit G hereto (“Support Services”).  In the event that CSG and the applicable Client disagree about the appropriate severity level classification of the reported problem, then the ************** ** *** ******* **** ** ****** ***** ******.  

5.Service Level Agreement.  

CSG shall provide the Products and Services in accordance with the service levels described in Exhibit I.

6.Invoicing and Payment; Audit Rights.  

(a)All Clients shall be aggregated for purposes of determining the applicable fee rate pursuant to the Pricing Schedule (where any such fees fluctuate based on volume); but once such rate(s) have been determined, CSG shall invoice each Client separately for the fees relating solely to Products and Services provided to such Client in accordance with the applicable Client’s invoicing instructions (for example, invoicing address and separate invoices relating to residential vs. business Customers).  Invoices will be rendered monthly by CSG to each Client and payment for all invoiced amounts (other than any amount disputed by a Client in good faith) shall be due net ********** (**) **** from the date of the invoice.  With respect to disputed amounts, once the billing dispute is resolved, payment shall be made by the applicable Client within *** (**) **** following such resolution.  All payments shall be sent to the address of CSG set forth on the applicable invoice.

(b)During the Term, the Termination Assistance Period and for one year thereafter, (i) CSG shall maintain complete and accurate books and records to substantiate CSG’s charges invoiced hereunder, and (ii) TWC (or an independent third party on behalf of TWC) shall have the right to inspect, copy, verify and audit such books and records at any time upon *** (*) ***** prior written notice in order to verify that CSG’s charges to Clients under this Agreement are in accordance with this Agreement.  Any information provided to TWC or its designated third party under this Section, and any information derived from, and the process of, such review shall constitute CSG’s Confidential Information and shall be subject to the terms of Section 9.  Any overcharge of a Client discovered in connection with an audit of CSG by TWC shall be ******** to the applicable Clients within ****** (**) **** of the completion of such audit.  If such an audit uncovers an overcharge of Clients exceeding **** ******* (**) for the audit period, then *** shall promptly ********* *** for all ********** ******** ******** in the conduct of such audit.  TWC may perform such audit only during CSG’s normal business hours and may not unreasonably disrupt CSG’s business operations.  CSG, and its employees, agents and representatives, will cooperate with TWC’s reasonable requests that are within the scope of the audit permitted above.

7.Taxes.  All applicable taxes, fees, levies, imposts, duties, withholding or other taxes, exclusive of those relating to CSG’s net income (including any interest and penalty thereon) arising from the provision of the Services to a Client are to be paid by such Client.  Each Client will indemnify and hold harmless CSG from and against any liability arising out of a third party claim for such taxes, fees, levies, imposts, duties, withholding or other taxes, exclusive of those relating to CSG’s net income (including any interest and penalty thereon) arising from the provision of the Services to such Client.  *** and such ****** shall comply with the *************** ********** set forth in ******* **.

8.Account Management.  CSG agrees to maintain dedicated account management for Clients and to use its commercially reasonable efforts to minimize the turnover of Clients’ account managers.   At no charge, CSG will hold twice-yearly on site (as requested) statement summits with Clients to review project metrics and conduct planning and prioritization of upcoming initiatives.  The purpose of these meetings shall be to maintain open lines of communications between Clients and CSG as well as to share technical information between Clients.  CSG shall facilitate conference calls at Client request (collectively, “User Group Meetings”) in order to discuss topics of relevance to Clients and solicit Clients’ input in order to

 

improve CSG’s level of service provided to Clients including, without limitation, bill design and redesign issues, successful database driven upsell/advertising campaigns on bill statements, future intelligent messaging campaigns, retention strategies, use of planet codes, use of imaging solutions, other marketing, customer service, information technology, and billing and finance issues of Clients.  All User Group meetings shall be hosted by CSG at CSG’s sole expense.

9.Confidential Information.  

(a)Clients, on the one hand, and CSG, on the other hand, will treat as confidential all of the following information received by such party hereunder (the “Receiving Party”) that is provided by the other party hereto (the “Disclosing Party”): any information or data that is (i) fixed in a tangible medium (including any electronic medium) and furnished by the Disclosing Party to the Receiving Party under this Agreement and marked as the confidential or proprietary information of the Disclosing Party; or (ii) which, if disclosed orally, is identified by the Disclosing Party at the time as being confidential or proprietary and is confirmed by the Disclosing Party as being Confidential Information in writing within ****** (**) **** after its initial disclosure.  In addition, CSG acknowledges that all information and data relating to the residential or commercial Customers of a Client, in whatever form provided, shall constitute Confidential Information of such Client.  Further, the terms and conditions of this Agreement shall constitute Confidential Information of each party hereto.  The Receiving Party will make the same effort to safeguard the Confidential Information of the Disclosing Party as it does in protecting its own proprietary data but in no event less than reasonable care.  All data and other information provided to CSG by a Client shall remain the exclusive property of such Client.  The Receiving Party will not disclose or make available the Confidential Information supplied by the Disclosing Party to anyone other than its employees agents, or third party contractors who have a need to know the information for purposes of conducting the Receiving Party’s business, or provision or consumption of Products or Services and who agree to comply with  restrictions with respect to the Confidential Information that are no less restrictive than the use and nondisclosure obligations (and, in the case of Personal Information, the privacy and data security obligations) of this Agreement that are applicable to such Confidential Information.  Unless use and access of Confidential Information is at the request and direction of the Disclosing Party, the Receiving Party shall be responsible under this Agreement, as though it were the Receiving Party’s act or omission, for any violation of the provisions of this Section 9 that is caused by the acts or omissions of any third party to which it has disclosed any Confidential Information of the Disclosing Party. Each party shall notify all employees, third party contractors and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the Disclosing Party and shall instruct such employees, agents and third party contractors to maintain the Confidential Information in strict confidence.  In the event of any conflict or inconsistency between the provisions of this Section 9(a) and Section 10, the provisions of Section 10 shall control and prevail.  The Receiving Party shall use the Confidential Information of the Disclosing Party only for the purpose of fulfilling its obligations under this Agreement and, in the case of TWC as the Receiving Party also for the purpose of using the Products and Services.  

(b)The Receiving Party shall be relieved of the obligations of Section 9(a) with respect to information it can establish through credible evidence:  (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure as shown by the files of the Receiving Party in existence at the time of disclosure; (iii) was independently developed by the Receiving Party without any use of the Disclosing Party’s confidential information and by employees or other agents of the Receiving Party who have not had access to any of the Disclosing Party’s confidential information; or (iv) became known to the Receiving Party, without restriction, from a source other than the Disclosing Party (which source was not bound by confidentiality restrictions) without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights.  In furtherance of CSG’s obligations hereunder and without limiting the foregoing, CSG agrees that, with respect to any materials that contain personally identifiable information of a Client’s Customers that CSG discards or disposes of under this Agreement, CSG shall properly shred any such materials in order to avoid a disclosure of such Confidential Information of such Client.

(c)If the Receiving Party is required by any law, rule or regulation of any governmental authority or by order of any court of competent jurisdiction to disclose Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information to such governmental authority or court to the extent so required, provided, that, the Receiving Party shall: (i) give reasonable notice to the Disclosing Party in advance of such disclosure; (ii) seek confidential treatment of such information from the entity to which the disclosure is made; and (iii) limit disclosure of the Disclosing Party's Confidential Information to that required to be disclosed.

 

(d)Upon the termination, cancellation or expiration of this Agreement for any reason or upon the reasonable request of the Disclosing Party, all Confidential Information of the Disclosing Party, together with any copies thereof, shall be returned to the Disclosing Party or, if requested by the Disclosing Party, destroyed, in which case the Receiving Party shall certify that such destruction has occurred.

(e)Each of the parties acknowledges and agrees that the other would be irreparably harmed if any of the Confidential Information were to be disclosed to third parties, or if any use were to be made of the Confidential Information other than that permitted herein, and further agrees that the other shall have the right to seek and obtain injunctive relief upon any violation of the terms of this Section, in addition to all other rights and remedies available at law or in equity.

(f)The Receiving Party shall defend, hold harmless and indemnify the Disclosing Party and the Disclosing Party’s owners, parent company, partners, affiliates, subsidiaries, agents, officers, directors, managers, or employees (collectively, the “Related Parties”) from any and all losses, damages, liabilities, judgments, settlement amounts, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from any third party claim, demand, action, suit, proceeding or investigation against the Disclosing Party as a result of the Receiving Party’s breach of its obligations under this Section 9.  The affected parties shall comply with the indemnification procedures set forth in Section 15.

(a)For purposes of this Agreement:

 

“Personal Information” means any information or data that identifies an individual or from which an individual may be identified that is provided or made available to CSG by Clients, and accessed, received, controlled, stored, processed, transmitted, maintained, or possessed by CSG, in connection with the provision of Products and/or Services under this Agreement for or on behalf of Clients, including, without limitation, an individual’s name, address, telephone number, driver’s license, identification card or passport numbers, personal identification codes or numbers, electronic mail names or addresses, account numbers,  and other similar information, however described, as defined under applicable law.  

(b)In connection with its performance of the Services hereunder, and in addition to any other of its obligations set forth herein, CSG: (1) acknowledges that CSG is responsible for the privacy and security of the Personal Information that CSG, at any time, accesses, stores, processes, transmits, or otherwise possesses, for such time as the Personal Information remains in CSG’s or its Permitted Subcontractors’ (as defined in Section 10(k) below) possession or control; and (2) shall comply with and adhere to all applicable laws, in each case as such may be amended, modified, supplemented, or replaced from time to time (“Security Requirements”).

(c)Subject to Section 10(f) below, if requested by TWC, CSG shall, not more than once per year, provide TWC with such evidence, information, and documentation as is reasonably necessary to demonstrate and confirm CSG’s compliance with the Security Requirements and the requirements of this Section 10.

(d)In connection with the Services provided by CSG under this Agreement, Clients may provide to CSG and CSG may access certain Personal Information (orally, in writing, or in any other form or media) relating to Customers, potential Customers, employees, or independent contractors of Clients or TWC Companies.  CSG shall use its commercially reasonable efforts to protect the confidentiality and security of the Personal Information. CSG acknowledges and agrees that the Personal Information is, as between CSG and Clients, the sole property of the applicable Client, and shall be considered Proprietary Information hereunder. CSG shall use Personal Information for the purpose of providing Services pursuant to this Agreement and for other purposes that are expressly agreed upon between CSG and Clients.  CSG shall not use Personal Information for the purpose of soliciting, or to permit any others to solicit, individuals to subscribe to any other services or promote the sale of any product.  Except as otherwise set forth in this Section 10, CSG shall not, under any circumstances directly or indirectly reveal Personal Information to any third party, for any reason without the prior written consent of the applicable Client, which such Client may withhold in its sole and absolute discretion.      

(e)CSG represents, warrants, and covenants to Clients that CSG has developed and implemented, currently has in place, and shall maintain during the Term of this Agreement and the Termination Assistance Period an information security program that is at least industry standard and  that includes administrative, technical, and physical safeguards and

 

controls sufficient to: (i) ensure the security and confidentiality of Personal Information; (ii) protect against anticipated threats or hazards to the security or integrity of such information;  and (iii) protect against unauthorized access to, or disclosure or use of, Personal Information that CSG accesses, receives, stores, processes, transmits, maintains, or possesses (collectively, “Security”).  CSG shall document its Security and all safeguards, procedures, and controls and update them as necessary to comply with applicable laws.  Such Security shall include, but not be limited to, the following:

(1)CSG has developed and implemented and shall maintain appropriate security measures regarding physical and electronic access to Personal Information, which measures shall be materially based upon ******* or equivalent industry standards and best practices applicable to Products and Services provided by CSG and shall include, without limitation: (A) physical access controls and access controls on information systems, including secure user authentication protocols, secure access control methods, firewall protection, and malware protection, (B) encryption of electronic information, including in transit and in storage on systems or networks, in each case where appropriate or required by applicable laws, which may include Massachusetts M.G.L. c. 93H and 201 CMR §§ 17.00-17.05; (C) employee background checks for any new employees, contractors or agents with responsibilities for or access to Personal Information for purposes of providing the Services;  (D) training to implement the information security measures; and (E) industry standard measures to protect against destruction, loss or damage to Personal Information.

(2)Only those CSG employees, contractors or agents who are necessary in CSG’s performance of its obligations under this Agreement, may have access to the Personal Information (whether physically or through computer system access) and such access shall solely be on a “need to know” basis.  To the extent Personal Information is stored electronically in connection with this Agreement on any information processing system, such system will have industry standard password control access.  In furtherance, and not in limitation of, the foregoing, CSG shall comply with all rules, regulations, and requirements governing access to Clients’ systems and facilities.    

(3)CSG shall employ **********, **********, and ******** ********** to ensure internal compliance with the requirements and safeguards set forth in this Section 10(e) the (“Security Safeguards”) and shall conduct a complete assessment of the Security Safeguards at least ********.  Subject to Section 10(f) below, CSG shall, upon request from TWC, provide a report on the results of this assessment.  

(4)If requested by TWC, CSG shall, at least **** **** ******** **** at ** ******* **** ****** ***** ******** from the previous audit (such interval, the “Audit Period”), (i) provide TWC with a copy of its most recent SOC 1 report and, to the extent CSG has obtained the same, a copy of CSG’s most recent SOC 2 Type 2 audit, report, attestation and opinion, and (ii) at ***’* *******, allow TWC ******, for the purpose of evaluating CSG’s ******** *** ******* ****** and ********* ************* ** ********, to CSG’s *****, **********, ******* (including **************, ********, ******, **********, and ****), and ****** ********** through or from which the Services are provided, including those of all of CSG’s ************** and ********** ************* (if applicable) as applicable to Products and Services provided to TWC and Clients, (collectively, “CSG Systems”). In performing such evaluation, but without prejudice to TWC’s right to ****** the CSG Systems, TWC will first consider the documents which CSG may make available to TWC, which may include, but not be limited to CSG’s Internal Audit security and data privacy *********, ***** and ****** ******* over CSG’s *****, **********, ******* and ****** ********** through or from which the Services are provided prior to the execution of further evaluation procedures.  CSG shall provide the reports authorized to be distributed to TWC to TWC within *** (*) **** of CSG’s receipt thereof.  For purposes of this section “******” shall mean **** **** ****** or ******** ** * *** ******** with CSG designated ****** *** ***********.    

(f)CSG’s obligations to demonstrate and confirm its compliance with the Security Requirements pursuant to Section 10(c) above, or to ****** ** *** ******* ** *** ******** ********** ********** pursuant to Section 10(e)(3) above, shall be subject to CSG’s right to withhold any *********** or ****** regarding the specific details of how its Security Requirements controls and/or Security Safeguards are implemented to the extent that such disclosure would be

 

reasonably likely to jeopardize the security of its other customers’ confidential information or the integrity of its Security Requirements controls and/or Security Safeguards, as determined by CSG in its reasonable discretion (the “Security Requirements Disclosure Exception”).  For the avoidance of  doubt, the Security Requirements Disclosure Exception in no way entitles CSG to refuse to provide a ********** ******** *********** of what its Security Requirements ******** ***/** ******** ********** are, what *********** **** *** ******** ** *******, and *** ***** *********** *** ********** ********** ** ******* ************ ****** ** ******** ***********.   With regard to any information that is requested by TWC but that CSG does not provide pursuant to the Security Requirements Disclosure Exception, CSG will, if requested by Client, provide to TWC a written certification from an officer of CSG that CSG is complying with the terms of the Security Requirements.

(g)CSG shall comply with all laws, rules, and regulations applicable to the handling of personally identifiable information that are now in effect or hereafter promulgated, to the extent the same apply to the Services provided by CSG under this Agreement or any Personal Information that CSG controls, accesses, receives, stores, processes, transmits, maintains, or possesses in connection with the provision of the Services.  Without limiting the foregoing, CSG acknowledges and agrees that Personal Information relating to Customers or potential Customers of TWC or any TWC Company may be subject to the “subscriber” privacy protections set forth in Section 631 of the Cable Communications Policy Act of 1984, as amended (47 U.S.C. Section 551) and, to the extent applicable to CSG and as related to the provision of Services hereunder, CSG shall comply with the requirements thereof.

(h)If, at any time, CSG discovers or becomes aware of any unauthorized disclosure of or access to Personal Information, (“Security Incident”), CSG shall, as soon as reasonably practical after discovery and reasonable investigation thereof,  and subject to any reasonable restrictions placed on CSG by any law enforcement agency in the process of conducting an investigation relating thereto (“Law Enforcement Restrictions”), notify TWC in writing of such Security Incident, including  a detailed description of such Security Incident and take the measures as may be reasonably necessary to prevent any further Security Incident.  CSG shall fully cooperate with TWC in any reasonable action or proceeding as may be deemed necessary by TWC as the result of such Security Incident.

(i)In the event of any Security Incident, and subject always to any third party confidentiality obligations owed by CSG,  CSG shall permit TWC and ***** ******** ******* to ******* * ******** ****** of CSG’s ********** ** *** ******** ******** which may include the ************** ** ******** ***** *** ******* ******** ** *** in conducting its investigation, but in any event solely to the extent necessary to investigate and/or remediate a Security Incident and in no event for discovery purposes in a suit between the parties (the “Security Audit”), provided, however, that absent reasonable provocation or unless required by applicable laws, rules or regulations (collectively, “Laws”), such Security Audit will not be performed more than **** ********.  CSG shall provide TWC and ***** ******** ******* with full cooperation and access to the extent reasonably required, to enable such Audit.  If any Audit identifies any failure of CSG to comply with the Security Requirements or other requirements of this Section 10, CSG shall ******** ****** ***/** ****** *** **** ******* and deliver written notice of such efforts and remedy to TWC and any other affected Client(s).  TWC acknowledges and agrees that any such Security Audit shall be proportionate to the applicable Security Incident and the level of risk arising therefrom, as ********** ** *** ** *** ********** **********.  Nothing in this subsection shall prevent TWC from separately requesting discovery and production from CSG of the materials provided herein pursuant to a pending matter before a court of competent jurisdiction.

(j)Upon the termination, cancellation, or expiration of this Agreement for any reason and the expiration of the Termination Assistance Period, or upon the request of any Client, all Personal Information, together with any copies made thereof, in addition to any media upon which such Personal Information or copies thereof is stored, whether electronic, magnetic, hard copy or in any other form, shall be returned to the applicable Client or, if requested by any Client, destroyed in a commercially reasonable manner and certified destroyed by CSG in writing.

(k)To the extent that CSG is permitted to engage subcontractors to perform, or otherwise provide support to assist CSG to perform, any portion of the Services hereunder and who have access to Personal Information (each a “Permitted Subcontractor”), then: (i) CSG shall not share or disclose, or engage a Permitted Subcontractor to access, store, process, transmit, or otherwise possess any Personal Information of any Customer, unless and until such Permitted Subcontractor has agreed in writing to protect such Personal Information of such Customer in a manner equivalent to that required of CSG under this Agreement, and then only on a need-to-know basis; (ii) CSG shall cause such Permitted Subcontractors to comply in all material respects with obligations and restrictions associated with the services, tasks,

 

functions, and responsibilities performed by such Permitted Subcontractors, including, without limitation, the obligations set forth in this Section 10; (iii) CSG shall maintain a current and accurate list of all Permitted Subcontractors and shall, in the event of a Security Incident involving any Permitted Subcontractor(s), provide reasonably necessary details with respect to such Permitted Subcontractor(s) to Clients; (iv) to the extent CSG engages any Permitted Subcontractor as a **** ****** *** ******** ** ******* ******** *********** ** *** ******** (a “**** ******”), CSG ***** *** *******, ********** or ********* ****** such **** ****** with, or to, any **** ****** ******* ******* ** *** ****** ****** without the ***** ******* ******* ** ***; and (v) CSG shall not otherwise permit any Personal Information to be transferred outside of the United States, except that this prohibition does not ******** *** ********* *********** supporting the Products and Services from ********* ******** *********** or ************ *********** from a ******** ******* the ****** ******.      

(l)The exclusions set forth in Section 9(b)(i) through (iv) above shall not apply to Personal Information.

(m)CSG acknowledges and agrees that, in the course of providing the Services hereunder, CSG off-shore resources shall not have access to any TWC technical information, or other materials, that would require a Client to obtain any export licenses, authorizations, clearances or approvals.

(n)CSG shall defend, hold harmless and indemnify Clients and Clients’ Related Parties from any and all losses, damages, liabilities, judgments, settlement amounts, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from any third party claim, demand, action, suit, proceeding or investigation against Clients as a result of CSG’s breach of its obligations under this Section 10.  CSG and the affected Clients shall comply with the indemnification procedures set forth in Section 15.

(o)The rights and obligations set forth in this Section 10 shall survive the expiration or termination of this Agreement for any reason.

11.Warranties.  

(a)CSG shall use due care in processing all work submitted by each Client.  CSG warrants that all statements mailed by CSG hereunder for a Client shall conform to the format and other specifications agreed to by CSG and such Client.  CSG shall, at such Client’s option and CSG’s sole expense, either rerun or credit any job, or any portion of any job, which cannot be used in the normal course of such Client’s business due to errors made by CSG.  

(b)In performing all Services hereunder, CSG shall assign personnel to complete the Services that are competent, knowledgeable and experienced professionals in the type of Services to be performed pursuant to this Agreement.  CSG warrants that it will perform the Services in a professional and workmanlike manner and in accordance with the highest industry standards.  In addition, CSG warrants that the Products will perform, in all material respects, in accordance with the published specifications for such Products (“Specifications”).  In case of breach of the foregoing warranty or any other duty related to the quality of the Services or Products for which a remedy is not provided under subparagraph 11(a) above, CSG will promptly correct, replace or re-perform any defective Service or Product or, if not commercially practicable, CSG will accept the return of the defective Product, or the rejection of such Service, and refund to the applicable Client the amount actually paid to CSG for such Service or Product.

(c)TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.Limitation of Liability.

EXCEPT FOR (A) AMOUNTS OWED PURSUANT TO **** *****’* *************** ***********  UNDER THIS AGREEMENT, (B) AMOUNTS OWED TO ******* *** ******* ***** **********, AND (C) DAMAGES ARISING FROM A *****’* ******* **********, UNDER NO CIRCUMSTANCES WILL CSG, ON THE ONE HAND, OR CLIENTS, ON THE OTHER HAND, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE,  WHETHER BASED ON

 

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR (I) AMOUNTS OWED PURSUANT TO **** *****’* *************** ***********  UNDER THIS AGREEMENT, (II) AMOUNTS OWED TO ******* *** ******* ***** **********, (III) DAMAGES ARISING FROM A *****’* ******* ********** ** (IV) *******’ ********* *** ********** *** ******** OR ANY ******** **** **** ******* ***** ******* *(*) PRIOR TO ***********, IN NO EVENT WILL THE AGGREGATE LIABILITY INCURRED BY CSG, ON THE ONE HAND, OR CLIENTS, ON THE OTHER HAND, EXCEED AN AMOUNT EQUAL TO THE AMOUNT ******** **** ** ******* ** *** ****** *** **** (*) ***** PERIOD PRECEDING THE CLAIM (EXCLUDING ******* ******* AND ******** *******). If fewer than **** (*) ****** have accrued under the Agreement at the time a claim arises, THE AMOUNT ******** **** BY CLIENTS TO CSG DURING THE **** (*) ***** PERIOD PRECEDING THE CLAIM will be computed by including ******************************* under the ****************** and ALL ************ BY THE *********** for ******************* and ******** PROVIDED UNDER THE ***************** (EXCLUDING *************** AND ****************), PRIOR TO THE COMMENCEMENT DATE, that constitute Products and Services under this Agreement.  CSG SHALL HAVE NO LIABILITY FOR DAMAGES RESULTING FROM ERRONEOUS OR INCOMPLETE, PROCESSING OR TRANSMISSION OF INFORMATION OR DATA BY CLIENTS.  

13.Intellectual Property; Infringement Indemnity.  

(a)All computer software developed and/or utilized by CSG in conjunction with CSG’s Services, whether or not Clients have been charged for such software, and all updates, modifications, enhancements and derivative works of such software and all copies thereof shall be and remain owned by and the sole property of CSG; provided however, that software provided to CSG by a Client and developed by Client or by a third party for such Client, where title to such software vests in such Client or is licensed to such Client shall remain the property of such Client.  All trademarks, service marks, copyrighted material or art or other intellectual property owned or licensed by a Client and provided to CSG hereunder shall be used solely for the purpose of performing the Services and CSG shall acquire no right, title or interest therein.  

(b)CSG agrees that it shall not make use of any corporate names, trade names, logos, product/service identifiers, trademarks and/or service marks owned or licensed by Clients (the “TWC Marks”) except as expressly approved in writing, in advance, by the applicable Client.  All such approvals granted by a Client shall (i) be valid solely during the term specified by the Client, (ii) be limited to the specific purpose for which approval was sought and received (to the extent reasonably required in connection with CSG’s performance under this Agreement and/or any SOW), and (iii) be deemed a limited, non-exclusive, non-transferable, revocable right and license, without right to sublicense, to use the TWC Marks designated by the Client for the approved use, which right and license shall terminate and revert to the Client contemporaneously with the earliest of the expiration or earlier termination of the term of the licensed TWC Marks as specified by the Client, the expiration of this Agreement, or upon any earlier termination of this Agreement by TWC in accordance with the terms of this Agreement.  All such uses shall be in accordance with the reasonable procedures and guidelines provided by the Client to CSG from time to time.  CSG shall abide by all applicable laws and regulations with respect to the TWC Marks.  CSG agrees that it shall not bring any legal action or claim that challenges the TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW in any forum, provided, however, the foregoing is not intended to prevent CSG from defending, or in any manner limit CSG’s ability to defend, itself against any third party claims for infringement based on the TWC Marks brought against CSG.  Further, CSG shall use reasonable efforts to avoid registering on its own behalf any confusingly similar trade names, trademarks, insignia, or domain names in any jurisdiction.  As between the parties, TWC shall be and remain the owner of all right, title and interest in and to all TWC Marks, along with any goodwill associated therewith, and all intellectual property rights in any of the TWC Marks licensed to CSG for its use in connection with this Agreement and/or any SOW, and CSG hereby assigns to TWC all right, title and interest CSG may be deemed to have therein.  Without limiting the foregoing, all goodwill arising from CSG’s use of any TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW shall, as between the parties hereunder, inure to the benefit of TWC and its applicable licensors.  All rights not expressly granted by Clients are reserved.  No implied licenses are granted by the terms of this Agreement and/or any SOW and no license rights with respect to any TWC Marks shall be created by implication or estoppel.

 

(c)TWC Design Look and Feel:  

 

 

 

 

 

 

 

(d)Infringement Indemnity

  

(1)  If any action, suit or proceeding is instituted against any Client based upon a claim that any Service or Product, or the systems or software used by CSG to provide any Service, infringes a copyright, trademark, trade secret or U.S. patent or any other intellectual property of a third party, then CSG shall indemnify, defend (including, without limitation, by making any interim payment necessary for appeal) and hold such Client and such Client’s Related Parties harmless, at CSG’s sole expense, and pay the damages and costs finally awarded against such Client and/or its Related Parties in the infringement action or any settlement amount approved by CSG, but only if such Client complies with the indemnification procedures set forth in Section 15 below. If a Product or Service, or any one or part thereof, are in such action held to constitute an infringement of a third party’s rights as set forth above, or the exercise of Client’s rights thereto is enjoined or restricted or in CSG’s reasonable judgment such rights thereto may be enjoined or restricted, CSG shall, at its own expense and in its reasonable discretion:  (i) procure for Clients  the right to use such Product or Service; (ii) replace or modify such Product or Service to make it non-infringing, while providing equivalent performance and functionality; or (iii) if neither (i) nor (ii) are commercially reasonable after CSG’s use of commercially reasonable efforts to achieve (i) or (ii), then CSG may direct the return of such Product or Service, terminate the related licenses and refund to Client any prepaid, unearned fees.  After the occurrence of subsection (iii), *** *** ********* **** ********* **** ***** ******* ****** to CSG if, in ***’* ********** ********, the **** *** *** ********* ******** *** ******** *** *** **** ** ********* ********** ******** *** ******** ***** ** ********** ****** ** *** ********* **** *** **** ***** ** *** ************** ** ********** (iii) above or if ***’* *********** ***** ****** ** * ******** ****** ** *******’ *************.   Notwithstanding the foregoing provisions of this Section 13(d)(1) and Section 15, CSG shall have no obligation with respect to any infringement action to the extent that the infringement is caused by (x) any modification to a Product not provided or approved in writing by the CSG or its subcontractor, (y) use of any older version of a Product when use of a newer version would have avoided the infringement, but only if the newer version has been provided to Clients at no additional charge and CSG has provided written notice to Clients that Clients need to migrate to the newer version in order to avoid an infringement claim, or (z) use of a Product or Service by Client(s) in breach of this Agreement.  

 

(2)  If any action, suit or proceeding is instituted against CSG based upon a claim that  any intellectual property of Client used by CSG in the form furnished and manner approved by Client and otherwise in conformity with the terms of this Agreement and any SOW hereunder infringes a copyright, trademark, trade secret or U.S. patent or any other intellectual property of a third party, then Client shall indemnify, defend (including, without limitation, by making any interim payment necessary for appeal) and hold CSG and CSG’s Related Parties harmless, at Client’s sole expense, and pay the damages and costs finally awarded against CSG and/or its Related Parties in the infringement action or any settlement amount approved by Client, but only if CSG complies with the indemnification procedures set forth in Section 15.  

 

(3) THIS SECTION 13(d) AND SECTION 15 SET FORTH THE EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTY AGAINST THE INDEMNIFYING PARTY AND THE COMPLETE LIABILITY OF THE INDEMNIFYING PARTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM IN CONNECTION WITH THIS AGREEMENT.

 

14.************************************.

 

CSG shall ********* *** **** ******** ******* *** ***** ******* ******* **** *** ******* *** ******* ******** ************ ********** ********** ******** ***** *** ******** (including, without limitation, reasonable attorneys’ fees) arising from any ***** ***** ****** ******* ******* ***** ********** or ************* ******* ****** ** a result of a ****** ** *** ** *** ** *** **************** *********** ********* or ***** or ********** of this ********* or any ********* ** **** executed pursuant hereto which, if ********, would cause a ****** ** ** ** ********* ** ********** ***.

15.Indemnification Procedures.

In the event of a claim by a third party, with respect to which either CSG or a Client is entitled to indemnification under any provision of this Agreement, the party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”); provided, however, that any unintentional failure to make such prompt notification shall not relieve the Indemnifying Party of its obligations hereunder unless the Indemnifying Party’s ability to defend such claim is materially prejudiced thereby.   The Indemnifying Party shall have sole control over the defense of the claim and any negotiation for its settlement or compromise, and the Indemnified Party shall comply with any reasonable actions required by the Indemnifying Party (at the Indemnifying Party’s expense) to minimize the Indemnifying Party’s and/or the Indemnified Party’s liability in the claim, provided such compliance is not, in the reasonable opinion of the Indemnified Party’s counsel, adverse to the Indemnified Party’s interests.  However, the Indemnifying Party shall not settle any such claim or alleged claim without first obtaining the Indemnified Party’s prior written consent where the settlement would result in any admission of wrongdoing or liability on the part of the Indemnified Party, impose any obligation or liability on the Indemnified party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party, or adversely affect the Indemnified Party’s rights, and such consent shall not be unreasonably withheld.  In addition, the Indemnified Party may participate in any claim for indemnification under this Agreement using its own counsel at its own expense.  

16. Insurance. CSG shall maintain the insurance coverages set forth on Exhibit E hereto in compliance with the terms and conditions set forth on Exhibit E hereto.

17.Disaster Recovery.  CSG shall maintain a business continuity/disaster recovery plan, ********** ********** ** ***, which shall describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all “mission-critical business functions” in the event of a business disaster with respect to CSG and which shall set forth specific time commitments for the restoration of the provision by CSG of all Services and Products pursuant to this Agreement (“Recovery Deadlines”).  For purposes hereof, “mission-critical business functions” (e.g. ******** ********** ********* *********, and **********) are those which, ** *** *********, would ***** *** ********* **, or *********** ******* ******* ****, the ******** or ******** ******** by CSG to Clients.  CSG shall comply in all material respects with the business continuity/disaster recovery plan ******** ** *** and shall adhere to all Recovery Deadlines in the event of a business disaster.  A copy of CSG’s current business continuity/disaster recovery plan is attached hereto as Exhibit F.    In the event of a disaster or other event resulting in the loss by CSG of any Client’s data, cycle mailings or Materials, CSG shall promptly regenerate such data, resupply such Materials and/or re-perform the Services, as applicable, ** ** ********** ****** ** **** ******.  In the event that CSG moves performance of the Services to a different output center location as a result of a disaster, Clients ***** *** ** ******* *** *** ********** ***** ********** **** **** ****, including without limitation, ******** ***** for ********* ****** ** * ********* ********.

18.Termination.  Without limiting any termination right set forth elsewhere in this Agreement, the following termination rights apply.

(a)Either CSG or TWC may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:  

(i)becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign that, if involuntary, is not dismissed within ***** (**) ****, or has wound up or liquidated, voluntarily or otherwise, or has otherwise ceased to conduct in the normal course, its business; or

(ii)is in material breach of this Agreement and has failed to cure such breach within ****** (**) **** after receipt from the non-breaching party of written notice of breach and intent to terminate if such breach is not cured

 

within such ****** (**)-*** period (provided, however, that there shall be ** **** ****** with respect to the ************ ** the **** ******** ****** ****** *** ****** (**) ***** period and, in such event, the termination shall be effective upon receipt of notice from the terminating party unless a later effective date is specified in such notice), except that this clause (ii) shall not be applicable with respect to breaches committed by a Client other than TWC which shall, instead, be governed by subparagraph (c) below.  An example of a material breach by CSG would be the disclosure of personally identifiable Customer information by CSG.  Such example is included herein only for illustrative purposes.  Such example is by no means the exclusive grounds on which TWC could claim that a material breach had occurred or an exhaustive list of the acts or omissions of CSG that may constitute a material breach of this Agreement and shall in no way restrict the facts or circumstances under which TWC may be able to claim that CSG has materially breached this Agreement.

(b)In addition to, and without limiting the provisions of subparagraph (a) above, if CSG fails to supply acceptable quality services and products to any Client, or fails to meet the service level agreement requirements set forth in this Agreement with respect to any Client, and CSG has been given written notice of any such failure and has failed to correct same within ****** (**) **** of CSG’s receipt of such notice (provided, however, that there ***** ** ** **** ****** with respect to the ************ ** *** **** ******* ****** *** ****** (**) ***** period), then such Client shall have the right, upon notice to CSG, to terminate such Client’s receipt of Products and Services hereunder.  Such termination shall be effective upon the receipt of such termination notice from such Client unless a later effective date is specified in such notice to CSG.

(c)CSG may terminate its provision of all Products and Services to a particular Client other than TWC only if such Client is in material breach of this Agreement and has failed to cure such breach within ****** (**) **** after receipt of written notice from CSG provided to such Client, with a copy to TWC, reasonably specifying such failure and stating its intention to terminate this Agreement with respect to such Client if such failure is not cured within such thirty (30) day period (provided, however, that there shall be ** **** ****** with respect to the ************ of the **** ******** ****** ****** *** ****** (**) ***** period and, in such event, the termination shall be effective upon receipt of such notice from CSG unless a later effective date is specified in such notice).

(d)Any Client may terminate a Product or Service that falls within the term “Electronic Billing” (including without limitation the PDF Presentment Services, Statement Express, Statement Express API, Exact View and Exact View API or any successor Products or Services) that it is then receiving, *** ***********, and ******* ****** ** *******, upon ****** (**) **** prior written notice to CSG.

19.Termination Assistance.  Notwithstanding any other provision of this Agreement, upon the expiration or earlier termination of this Agreement, either in its entirety or only as it pertains to a Product and/or Service that is terminated pursuant to Section 18(d) (including without limitation the PDF Presentment Service, Statement Express, Statement Express API, Exact View and Exact View API or any successor Products or Services), and either with respect to all Clients or with respect to a particular Client, in each such case:  (a) CSG shall reasonably cooperate with Client(s), to facilitate a seamless transition by Client(s), pursuant to the migration schedule reasonably requested by Client(s), to an alternate provider(s) of similar software and similar services specified by Client(s) or to a TWC solution (“Termination Assistance”) for the period of time requested by TWC, *** ** ****** ****** (**)  ****** from such expiration or termination (in each case, the “Termination Assistance Period”); (b) this Agreement shall continue in effect, in each case, until such transition has been completed or the expiration of the Termination Assistance Period, whichever occurs first (“Conclusion of Termination Assistance”); and (c) without limiting the foregoing, as part of the Termination Assistance, CSG shall provide each Client with Technical Services as requested by such Client, including without limitation (i) a copy of all business rules and other information that the Client reasonably requests in order to be able to migrate the bill finishing services for Clients’ bill statements and other Customer communications printed hereunder to an alternate provider or a TWC solution and (ii) an electronic copy of all PDF images of Customers’ historical bill statements over the time period specified by TWC (up to ****** (**) ****** of history) (collectively, the items referred to in clauses (c)(i) and (c)(ii) constitute the General Transition Services”). In connection with the foregoing, (1) Clients shall continue to pay the fees for Products and Services set forth in the Pricing Schedule for the Products and Services received by Clients until the Conclusion of Termination Assistance, and (2) Clients shall pay CSG on the basis of the Technical Services fees for the time spent by CSG personnel in performing Technical Services, including but not limited to the General Transition Services,   unless the termination of this Agreement in its entirety, or the termination of a Product and/or Service that is terminated pursuant to Section 18(d), occurs concurrently with a deconversion under the Billing Agreement, in which case no Technical Services fees will be assessed for the General Transition Services under this Agreement and Client(s) shall pay CSG for such services under the Billing

 

Agreement.  If this Agreement is terminated by CSG with respect to all Clients pursuant to Section 18 (a)(ii) above due to TWC’s failure to pay undisputed fee amounts to CSG when due, then CSG may, as a condition to providing the Termination Assistance in accordance with this Section, require TWC to pay to CSG any past due undisputed fee amounts then due and owing to CSG.

20.Divestiture of Cable Systems/Business Units.  If a Client sells, transfers or otherwise divests any cable system(s) or business unit(s) receiving Products and/or Services under this Agreement (whether such transaction takes the form of a conveyance of assets or equity, merger, consolidation or other business reorganization) (each, a “Divested System”), then such Divested System may continue to receive the Products and Services pursuant to the terms and conditions of this Agreement for a transitional period *** ** ****** ****** (**)  ****** after the closing of the divestiture transaction (the “Divestiture Transition Period”); provided, however, that the Divested Cable System first agree in writing, for the benefit of CSG, to be bound by the terms of this Agreement during the Divestiture Transition Period and, in connection with a Divested System’s decision as to whether or not to agree thereto, the Client may disclose this Agreement to such Divested Cable System.  The Divested Cable System shall be solely responsible to CSG, and CSG shall look only to such Divested Cable System, for the payment and performance of its obligations under this Agreement to CSG, including without limitation the payment to CSG of all applicable charges set forth in Exhibit C that relate to the Divested Cable System and such amounts shall be invoiced by CSG directly to such Divested Cable System.

 

21.***************.    During the term of this Agreement, each month each Client shall be responsible for paying CSG the fees, as set forth in Exhibit C, in relation to any Products or Services utilized by such Client during the month.  The parties have mutually agreed upon the fees for the Products and Services to be provided hereunder based upon certain ******* ******** ******** and the term of this Agreement.  Clients acknowledge and agree that, without the ********* ** ******* ******** by the commitments set forth in this Agreement, CSG would have been unwilling to provide the Products and Services at the fees set forth in Exhibit C.  Because of the difficulty in ascertaining CSG’s actual damages for a termination of this Agreement in its entirety, before the expiration of the then-current Term, (a) by TWC *************** (which is not permitted under Section 18) or (b) by CSG under Sections 18(a)(i) or 18(a)(ii) resulting from any other breach of this Agreement by TWC, TWC agrees that, upon termination of this Agreement as described above, in addition to all other amounts then due and owing to CSG for Products and Services previously rendered, TWC will pay to CSG (as a ******** ************** *** and *** ** * *******) an amount equal to the product of (i) ******’* ******* ******* ******* (excluding any ******** ** ***) for the ********** *** ********* ********** – ******** – ***** ******** **** and ********* ********** – ********* – ***** ******** **** during the *** (*) ****** prior to termination, (ii) ********** by the ****** ** ****** ********* ** the **** ** **** ********* had there been ** *********** and (iii)  ********** by ***** ******* (***) (the “********** ****”).  If TWC elects to receive Termination Assistance as provided in Section 19 after termination as provided herein, then the number of months remaining in the term of this Agreement in subparagraph (ii) above will be ******* ** *** ****** ** ****** ****** *** *********** ********** ****** in which CSG is providing Print and Mail Services and the ****** of Print and Mail Services for any such months ****** ** ******* *** ****** ** ***** *** **** ******** ****** *** ***** ********* **** ***********.  TWC acknowledges and agrees that the ********** **** is a ********** ********** ** *** ****** ******* that CSG would ****** **** *** **** ***** ***********.  Except for amounts owed pursuant to a Client’s *************** *********** under this Agreement, a Client’s breach of ******* * (***************), and Client’s ********* *** *** ******** **** **** ******* under Section 6(a) of this Agreement, CSG acknowledges and agrees that the ********** **** are CSG’s sole and exclusive remedy for any such early termination of this Agreement.

 

 

 

If to CSG:

 

CSG Systems, Inc.

9555 Maroon Circle

Denver, CO  80112

Attn:  President

 

With a required copy to:

 

CSG Systems, Inc.

9555 Maroon Circle

Englewood, CO 80112

Attn:  General Counsel

 

If to TWC:

 

Time Warner Cable Enterprises LLC

60 Columbus Circle

New York, New York 10023

Attn:  Chief Technology Officer

With a required copy to:

Time Warner Cable

60 Columbus Circle

New York, New York 10023

Attn:  General Counsel

 

 

Exhibit AServices

Exhibit BProducts

Exhibit CPricing Schedule

Exhibit DTWC Elements

Exhibit EInsurance Requirements

Exhibit FBusiness Continuity/Disaster Recovery Plan

Exhibit GSupport Services

Exhibit HExclusivity

Exhibit IService Level Agreements

Exhibit JStatements of Work and Letters of Authorization

Exhibit KACP Clients and Non-ACP Clients

Exhibit L*** Addendum  

 

IN WITNESS WHEREOF the parties hereto have entered into this Agreement as of the Effective Date.

 

EXHIBIT A

DESCRIPTION OF SERVICES

 

Except as designated in Subsection (f) of Section 3, “Services and Products” and Exhibit H, “Scope of Exclusivity,” of this Agreement, all Services described in this Exhibit A are optional to TWC and Clients.  

 

* Designates Services that are exclusive to CSG to the extent described Subsection (f) of Section 3, “Services and Products,” and Exhibit H, “Scope of Exclusivity,” of this Agreement.  

 

 

Print and Mail Services provide Clients with printing and insertion services, target marketing communication products, both print and electronic statements and other documents, computer letters, past due notices, postal verification services and quality control.

 

 

CSG shall provide dynamic full color printing, (“SmartColor”) limited to twenty percent (20%) coverage per logical page which is one side of a physical statement page.  In the event a Client’s dynamic color requirements exceed twenty percent (20%), CSG and such Client shall agree on the fee adjustment required to accommodate the higher color coverage.  Due to saturation of color and CSG’s experience with offline processes, such as lockbox processing, CSG and its technology partners require 24# paper weight to support SmartColor printing.  Notwithstanding the foregoing,  (a) if a Client has not converted to SmartColor as of the Commencement Date of this Agreement, then before CSG can provide SmartColor to such Client, such Client and CSG must enter into a separate Statement of Work for the implementation of SmartColor on terms that are consistent with this Agreement and mutually agreed by the parties; and (b) for any Client that now or hereafter uses SmartColor, such Client can convert to black only, as described in Exhibit A-2.  

 

 

Message Manager is a fully CSG-hosted web application that provides Clients with the ability to compose and maintain document messages and provides robust statement message composition, prioritization, rich text, basic selectivity, preview and reporting capabilities to facilitate each Client’s communication with its Customers.  The specific Message Manager capabilities that will be implemented for Clients will be set forth in a mutually acceptable Statement of Work.

 

 

Clients can flag specific Customers to receive a Braille or Large Print statement.  CSG will create a PDF file of these Customers.  This file is sent to a designated FTP site, to be retrieved by the Client’s vendor of choice.  The Client’s vendor will in turn convert these statements to Braille or Large Print format and print and mail these statements.  For any Client that is not utilizing Braille and Large Print Statements services as of the Commencement Date of this Agreement, implementation of Braille and Large Print Statements services is subject to execution of a separate SOW on terms that are consistent with this Agreement and are mutually agreed by CSG and such Client.

 

 

Mail Trace is CSG’s mail tracking service that uses a special barcode to track letter-size mail through the USPS system at the piece level.  CSG offers Mail Trace on both outgoing and incoming mail.  As the piece travels through the mail, data such as time, date and location are recorded on USPS equipment and sent to CSG.  Mail Trace data is accessible via DirectNet, ACSR (ACP Clients only), and/or a daily file on the Client’s ftp outgoing site.  Optional Mail Trace features include populating Vantage tables or comparable tables from CSG or another data source that are licensed under the Billing Agreement (ACP Clients only) and utilizing ACP settings for the automatic delay of delinquency actions based on Mail Trace data (ACP Clients only).

 

 

 

NCOALink is an automated service of the U.S. Postal Service in which CSG processes Client’s data file against the NCOALink database.  CSG then automatically updates the “bill to” information for Client’s Customers with address changes.  This service will be performed for letters and statements. For any Client that is not utilizing NCOALink as of the Commencement Date of the Agreement, implementation of NCOALink is subject to execution of a separate Statement of Work on terms that are consistent with this Agreement and mutually agreed by CSG and such Client.

 

 

Exact View is a fully-hosted web application that electronically stores, retrieves and prints a Customer’s statement in the form of a PDF Image.  PDF Images are available for multiple statement viewing audiences and needs.  Exact View allows for customization of index fields and storage options to be determined by Client.

  

 

Exact View API electronically retrieves PDF Images via an API to CSG’s hosted database.  With this application, Client is responsible for any development associated with integration into its own in-house applications.  For any Client that is not utilizing Exact View as of the Commencement Date of the Agreement, implementation of Exact View is subject to execution of a separate Statement of Work on terms that are consistent with this Agreement and are mutually agreed by CSG and such Client.  

 

Exact View API will enable PDF Images to be accessed from CSG data repository databases, for both a production and a shared Client acceptance testing (“CAT”) test environment, via any Electronic Billing Systems, Third Party Systems and/or Other Mediums.  CSG will provide a CAT test environment for Client in the event CSG initiates changes in the Exact View or Exact View API services. Clients will implement their own CAT test environments in the event Clients initiate changes impacting their usage of Exact View or Exact View API and CSG will support Client testing, subject to execution of a separate Statement of Work on terms that are consistent with this Agreement and are mutually agreed by CSG and such Client.  Upon TWC request and subject to a mutually agreed SOW, CSG shall establish and provide an additional instance(s) of the Exact View API and all Exact View APIs shall be considered one and the same Service hereunder.

 

 

PDF Presentment Services shall mean Statement Express and Exact View PDF Image generation, presentment and archival services in conjunction with Statement Express API and Exact View API delivery on behalf of a Client which may include delivery to Electronic Billing Systems, Third Parties and Other Mediums.

 

 

A Client may elect to use CSG’s generic Enhanced Past Due Notice format or have CSG develop custom Enhanced Past Due Notices.  If a Client elects to have CSG develop custom Enhanced Past Due Notices, CSG will develop one custom format and multiple custom formats shall not be used by such Client.  The specific Enhanced Past Due Notices capabilities that will be implemented for such Client will be set forth in a mutually acceptable Statement of Work.

 

 

CSG Statement Express is a fully hosted web application that electronically stores, retrieves and prints a Customer’s statement in the form of a PDF Image.  It allows customization of index fields and storage options to be determined by Client.  CSG Statement Express works in either a stand-alone capacity or integrated with ACSR®, defined in the Billing Agreement as a graphical user interface for CSG’s service bureau subscriber management system that gives CSRs access to reference tools, help screens and Customer data.

 

 

 

Statement Express API Service electronically retrieves PDF Images via an API to CSG’s hosted database.  PDF Images are then available for multiple statement viewing audiences and needs.  Statement Express API works in either an application programming interface capacity or integrated with ACSR®.  Upon TWC’s request and subject to a mutually agreed SOW, CSG shall establish and provide an additional instance(s) of the Statement Express API and all Statement Express APIs shall be considered one and the same Service hereunder.

 

Statement Express API Service will enable PDF Images to be accessed from CSG data repository databases, for both a production and a shared CAT test environment, via any Electronic Billing Systems, Third Party Systems and/or Other Mediums.  All updates and enhancements of the Statement Express API Service shall be made available at no charge to Clients immediately upon release by CSG and are included within the definition of Statement Express API Service.

  

 

The Address Change Service (also known as Postal Endorsement) is an automated service used by the USPS to provide electronic updates to its customers.  Instead of receiving returned mail pieces to Client’s site for address updates, the USPS will provide CSG with an address file, and CSG will automatically update the “bill to” information for Clients’ connected and disconnected Customers.  

 

 

CSG’s new Customer Letter service offers advanced flexibility, supporting page and font formatting, insertion of graphics, and the use of any font supported by Microsoft Word.  The product allows for selective inserts, Ad Pages, and choice of paper stock.  In addition, Clients may opt under the Billing Agreement to use CSG Vantage Direct, a suite of Vantage interactive applications that offer Vantage users the ability to target specific Customers or groups of accounts from the Vantage database (or comparable applications from CSG or another data source) to receive a particular promotion or communication through CSG Customer Letters.

 

Except as otherwise provided in paragraph 12 above, all updates and enhancements of the Services described above containing functionality previously existing under this Agreement shall be made available at no charge to TWC or Clients immediately upon release by CSG and are included within the Services hereunder.  Except as otherwise provide herein and subject to a mutually agreed amendment to the Agreement, CSG may charge TWC or Clients for any updates only containing functionality that did not previously exist under this Agreement, provided that such new functionality must be an optional Service hereunder and is generally made available as a separately priced item.  CSG will not be required to (i) develop and release updates, (ii) customize updates to satisfy Client’s particular requests, or (iii) obtain updates or enhancements to any third party products or services, provided, however, in no event shall the foregoing in any limit CSG’s support obligations hereunder.      

 

 

Exhibit A-1

 

Print and Mail Services

 

 

 

 

 

A single turnaround time clock will apply to each Client file received during any one cycle.

 

 

 

 

·Forms design, development and support.

·Image files for customer service viewing of printed statements.

 

 

 

 

DirectNet is accessed at the following URL:

https://directnet.csgsupport.com/dnet/Applications/LogOn/LogOn.aspx?ReturnUrl=%2fdnet%2fApplications%2fhome%2fhome.aspx  

 

CSG Connect is accessed at the following URL:

 

http://mycsgconnect.com  

 

 

Any portion of the Deposit that remains after the payment of all Payables due to CSG following the deconversion of a Client site, or termination or expiration of this Agreement and expiration of the Termination Assistance Period will be refunded to Client.  Client shall not be entitled to receive interest on the Deposit while it is maintained by CSG.

 

 

 

 

CSG and TWC Companies agree that if any Client desires to implement an insert plan in any given month that uses more than ***** (*) marketing inserts per system/principle per day, Client shall be required to provide CSG with ********** (**) **** advance notice (such notice shall be satisfied via email or phone call) of the date in which the insert plan is to be implemented.  Upon receiving such notice, CSG and Client shall agree on the timing and duration of the insert plan, any additional fees or SLA extensions to be assessed based on the number of additional jobs created and any other details necessary for CSG to fully understand and document Client’s request.  Such agreement will be summarized in a Marketing Services quotation or other mutually agreed upon written document which shall be accepted and signed by authorized representatives of Client a minimum of ******* (**) **** prior to the implementation of the insert plan.

 

 

 

Exhibit A-2

SmartColor

 

 

 

 

 

Exhibit A-3

Exact View

 

 

 

 

 

 

Exhibit A-4

PDF Presentment Services

 

 

At each Client’s option, presentment of PDF Images for the then-current month and prior ****** (**) ****** via Statement Express and Exact View to such Client’s CSRs, as well as via a CSG application programming interface (i.e. Statement Express API and Exact View API) to such Client’s Electronic Billing Systems, Third Party Systems and Other Mediums (“PDF Presentment Services”), and support and maintenance services for the PDF Presentment Services in accordance with this Agreement to enable retrieval by Client’s employees, agents, CSRs and Customers of such PDF images.  

 

The PDF Presentment Services will enable PDF images of the statements to be accessed from CSG data repository databases in a production environment, via Statement Express and Exact View (in the case of a Client’s CSRs) and via any of Clients’ Electronic Billing Systems Third Party Systems, and any such Other Mediums (in the case of a Client’s Customers) as Clients may elect from time to time.  CSG shall ensure that any update, enhancement, modification, fix or upgrade and/or new version of the Statement Express API and of Exact View API (“PDF Presentment Update”) shall maintain compatibility and interoperability with all Electronic Billing Systems, Third Party Systems and/or Other Mediums utilized by Clients that interface with the PDF Presentment Services as of the date of such PDF Presentment Update, and, in addition, CSG shall not implement a PDF Presentment Update without first ensuring that such PDF Presentment Update maintains compatibility with all Electronic Billing Systems, Third Party Systems, and/or Other Mediums utilized by Clients that interface with the PDF Presentment Services as of the date of such PDF Presentment Update, at no charge to Clients.  

 

 

Exhibit A-5

 

Enhanced Past Dues

 

 

 

 

 

 

 

Exhibit A-6

 

Statement Express API Service

 

1.    Use.  TWC desires to use and CSG agrees to provide CSG’s CSG Statement Express™ API service ("Statement Express API Service") (as described in this Agreement) which may be used by Clients and/or their third party contractors in the United States and the Export Approved Countries for Client's statement archival retrieval purposes for the term of the Agreement (and any Termination Assistance Period, as defined in the Agreement), conditioned upon use of Print and Mail Services by such Clients under this Agreement, unless the Statement Express API Service is earlier terminated as provided herein.  Use of the Statement Express API Service by any Client is optional.   

 

 

 

 

EXHIBIT B

DESCRIPTION OF PRODUCTS

 

RESERVED

 

 

EXHIBIT C

PRICING SCHEDULE AND PRICING ADJUSTMENT

 

 

 

 

 

 

 

 

 

 

Total SmartColor fees invoiced to TWC ** **** ******* ** ***** ** *** ******** ******** ********* ***** ******* *** all Clients ** ****.

 

 

The following is provided for illustrative purposes only assuming the following:

 

Total SmartColor spend by TWC ** **** = $*********

Total ******** ******** ********* ***** ******* for all Clients ** **** = ***********

Revised SmartColor fee to be invoiced to all ******** Clients = $****** *** ****

 

 

 

 

 

 

 

 

 

 

The following Production Expenses and Fees are provided for the Services and Products contemplated by Client on the Effective Date.  Should Client desire to use any additional services or products offered by CSG, CSG will provide associated fees to Client.  Upon mutual agreement of the parties, CSG shall provide such services or products to Client and fees for such services and products shall be incorporated into the Agreement via separate amendment.

 

 

 

 

The following Production Expenses and Fees apply to both ACP and non-ACP Clients.  

 

 

 

Notes:

 

 

 

Notes:

 

 

 

Notes:

 

 

 

Notes:

 

 

 

Exact View and Exact View API are the PDF Image archival and retrieval services used by non-ACP Clients while Statement Express and Statement Express API are the PDF Image archival and retrieval services used by ACP Clients.

 

 

Notes:

 

 

 

 

 

The following Production Expenses and Fees apply to ACP Clients only.

 

 

 

 

Notes:

 

 

Notes:

 

 

The following Production Expenses and Fees apply to Non-ACP Clients only.

 

 

 

 

 

 

 

EXHIBIT D

TWC ELEMENTS

 

1.“*** *****” ***** ****** *** ** *****;

2.******** ** ******* *** ******* ******* ** *** ****** ** *** **** ****** **** **** ** *** ******* ****;

3.******** ***** ***** ********* *** **** ****** **** * ********** ** ****** *********; ***

4.********** ******** ******** ********* ******** ***** ****** ** *********.

 

 

 

EXHIBIT E

INSURANCE REQUIREMENTS

 

The following required minimum coverages and limits may be met by a combination of the primary policy with a follow-form Excess Umbrella Liability Policy.

Coverages: Premises & Operations, Broad Form or Blanket Contractual Liability, Independent Contractors Liability, Products/Completed Operations, Personal Injury and Broad Form Property Damage

Minimum Limits:

Each Occurrence (BI/PD)$*********

General Aggregate$*********

Products/Completed OperationsAgg. $*********

Medical Expenses (any one person)$*****

Coverages: Any Auto Coverage  or  all owned and leased vehicles.  Blanket Contractual Coverage.

Minimum Limits:

Each Accident$*********  Combined single limit for bodily

General Aggregate$*********  injury & property damage

Coverages and Minimum Limits:

Part IWorkers’ Compensation********* ******

Part II  Employer’s Liability

Bodily Injury by Accident$*********

Bodily Injury by Disease (Each Employee)   $*********

Disease Policy Limit$*********

Per OccurrenceAmount must be such that when added to the

primary policy coverage, limits are equal to $**********

General Aggregate$*********

Coverages: must include cyber liability coverage

 

Minimum Limits:

Professional E&O$*********

 

 

TIME WARNER CABLE INC., ITS SUBSIDIARIES, AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ARE NAMED AS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR (ATIMA).  

 

 

 

All of the above conditions will also apply to any subcontracted operations.

 

EXHIBIT F

BUSINESS CONTINUITY/DISASTER RECOVERY PLAN

 

 

CSG maintains written disaster recovery plans (“Plans”) that describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all business-critical business functions in the event of a business disaster.   Business-critical functions (computer resources, networks, processes, and facilities) are those which, if not operating, would cause significant adverse impacts upon the services or products provided by CSG Systems, Inc. to its clients. CSG shall test these plans on an annual basis for accuracy and adequacy in terms of capability to actually achieve the Recovery Time Objectives (“DR Test”).  The Recovery Time Objectives (“RTOs”) for all Products and Services are set forth below. 

 

CSG’s Plans are intended to:

 

Within ****** (**) **** of the completion of the ** **** **** ***** *** ***** ******* * ****** ** *** *********** *** ******* ** **** ** **** ** ********** *******  *** ***** ******** ******* *** ******** ********** ****** * ** **** ********** *** ********* ** **** *** ******** **** *********** *** ***** ******* *** ******* ** *** ****** ** **** *********** **** ********

 

**** * – *** ** *********** **** ***** ***** *********** ** * ********

 

**** *** * *** ** ***** *** ** ********** **** **** ***** *********** ** * ********

 

 

 

 

 

EXHIBIT G

SUPPORT SERVICES

 

I.  Strategic Business Unit

In accordance with Section 8, Account Management, of the Agreement, CSG will assign a dedicated team exclusively for the support of Clients (“TWC Strategic Business Unit or SBU”).  The SBU will have the overall responsibility for Client satisfaction with all Products and Services.   The make-up of the SBU will change from time to time to meet the changing needs of the industry and of the Clients.  The SBU shall distribute copies of CSG’s current escalation process to all Clients and agrees to provide timely updates to reflect any material changes to the escalation process.  The SBU will participate in periodic conference calls and meetings with TWC’s user group to gain direct feedback on user satisfaction, industry trends and Clients short and long term plans.

 

The SSC provides Clients with advice, consultation and assistance to use the Products and Services and diagnose and correct problems that Clients may encounter with the then-current version of the Products or with the Services.  For the avoidance of doubt, except as otherwise expressly set forth in this Agreement, the SSC shall not be responsible for supporting problems with the inoperability of any networks (LANs or WANs), any hardware or software (other than the Products) located on Client’s premises, or third party systems.  CSG will offer the SSC remotely by toll-free telephone, fax or other electronic communication **********************, ****************, ******************.  Each Client will bear all fax and other expenses that it may incur in connection with the SSC. Every Client problem is assigned a tracking number and a priority.  Problems are resolved according to their assigned priority.  In the event that CSG and the applicable Client disagree about the appropriate priority level classification of the reported problem, then the classification of the problem made by Client in the exercise of Client’s commercially reasonable judgment shall govern.

 

II. SSC – PDF Presentment Services (including Statement Express, Exact View, Statement Express API and Exact View API)

 

After acknowledgment of a problem with the PDF Presentment Services pursuant to the procedures described below, CSG shall resolve problems with the PDF Presentment Services as follows:  

 

If with respect to any Client, the target timeframes set forth above for resolution of a ******** ***** * or ******** ***** * Problem are not achieved with respect to any problem reported by a Client in a ********** ***** then CSG shall ****** **** ****** **** *** ********* ******* *** ******* *** ********** ** *** ****** ** ******** *** ****** ******* ** *** *** **** ***** (the “Support *** *******”).  Any such ******* *** ******* *** ** **** ** ******* ** ****** *** ******* ********* *** ** *** ***** **** *********.  Further, upon the termination or expiration of this Agreement, *** ****** ******* *** ******* ***** ** **** ** *** ** *** ********** ******(*) ** ***** ** ***** ** ** **** ******** ** ***** **** ****** (**) **** ***** **** ********** ** ***********.  CSG and Clients acknowledge that it is impractical and extremely difficult to determine the damages that may proximately result from CSG’s failure to perform its obligations under this Section II of Exhibit G.  Accordingly, any amounts payable to Clients hereunder are (1) ********** *******, and *** * *******, (2) ***** *** ** ******* ** *** *********** ** ********* ** ********* ** ******* ******* *** ***** ** **** ********* and, instead, *** ********* ********** ***** ***** **** ******* ** *** ******* *** *******:  with regard to **** ****** **** ****** ** ******* *** *** *********** ********* *** ******* *** ******* ***** ** ******* ** ** ****** *** (i.e. *** ******** ****) of an ****** ***** **:  * * (the ********* ******* *** ******* *** ********** ** *** ******* ****** ** ******** *** ****** ********* ** * ******* ***** ** **** ******** ****), and (3) ********** *** *** **************** ** *** ******** ******* ** ******* **** * ******* ** *** ** ****** **** *** ********** ** ******* ** ** **** ******* *.  The provision for ****************** in any part of this Agreement shall in no way limit TWC’s right to terminate this Agreement, and Clients shall retain the right to pursue any other rights and remedies available under this Agreement or applicable law with respect to such termination.  In the event CSG has ******** ***** * or ******** ***** * failure for which a ******* ****** *** would be ******* ***** **** ******* * in the **** ***** ** ** ****** ******** ******** ******** **** ******** ******* or **** ************ ******** ******* with respect to ***** ***** ***** **** **** ********* ******* ** ********* ******* *** ***** ******* *, CSG will **** *******  *** ***** **** *** ******* and/or ********* ******* *** ******* (as defined in ******* *) with respect to such Service(s), and will *** *** * ******* ****** *** ** ****** *** **** *****.  

 

III.  SSC – Products and Other Services

When contacting the SSC, the caller should be prepared to provide detailed information regarding the problem and the impact on the operation and the end user.    In certain situations, Client will need to provide CSG with adequate examples and details to assist with problem identification.  Each problem or question is assigned a tracking number and a priority.  The priority is set to correspond with the urgency of the problem.  Client shall describe the urgency of the problem when it is initially reported.  The priority levels are described below.  CSG shall resolve problems with the Products and Services as promptly as practicable, consistent with the priority levels described below.

 

 

 

 

 

 

Should Client wish to check the status of a problem, such Client may contact the SSC desk representatives or Client’s Account Manager.  In either case, Client should reference the tracking number.

 

 

 

EXHIBIT H

Scope of Exclusivity

 

TWC’s Residential Cable Business:

 

The exclusivity obligation described in Section 3(f) of the Agreement applies to the portion of TWC’s residential cable business that is processed via the following logical database partitions existing ** ** *** ********* **** ****** ***’* ********* ******** ** *** ***** ******* ******** (each, an “***** ****”):  ****; ****** ****; *** ****; and, *******.  TWC may split or merge the foregoing ***** ***** during the Term; however, as to exclusivity that applied to the printing and mailing, through the USPS, of a particular Customer’s monthly bill statement prior to such split and/or merge activities, such exclusivity shall continue to apply to such statement after such split and/or merge activities.  

 

 

TWC’s Business Class Cable Business:

 

No exclusivity.  After  TWC has finalized and issued all print/mail business requirements for TWC’s business class cable services business unit (“TWCBC Requirements”), TWC will provide CSG with an opportunity to submit a bid for bill finishing services for such business unit (including the National Sales group) by the time deadline reasonably specified by TWC.  TWC is under no obligation to select CSG to provide such services.

 

 

TWC’s Media Sales Business:

 

The exclusivity obligation described in Section 3(f) of the Agreement applies to **** ****** ***** ***** ***.

 

 

EXHIBIT I

SERVICE LEVEL AGREEMENTS

 

 

 

 

 

*** ***** ******* *********** **** **** ********** ********* ***** ******** *** ******** ********

 

 

*** ***** ****** **** ************ ******* ***** ** *** ***** ****** ** ****** ****** *********** **** ***** ** ******* ** *** **** **** *** ***** ***** *** ***** ****** **** *** ******* ******* ****** ** *** ***** ****** ** ****** ****** *********** **** ***** ** ******* ** *** **** **** *** ***** *****.

 

 

*** ***** ******* *** ******* ******** *** ******’* *** *********** ******** ** *** ***** ** ******* **

 

 

 

 

******** **** *** **** ********* ******** ********* ******* **** ***** ****  *** ***** **** *** ******* ****** *********** ***** ** ********** ** *** *** ******* ** **** *********** ******* ***** ** *** ***** ******** ** * ******* ***** *** ********** ** * ******* ******* ********* ********** ***** ** **** ******** ** *** ** ********** **** ******* ****** ******  *** ******** ** **** ******* ***** ******** **** *** **** ****** *********** ** ******** **** *** ***** **** *** *** **** *** **** **** *** *** *****  **** ******** **** **** *** ******* *** ******* *****  

 

 

 

**** ******* ** **** ******* *** *** ****** ** *** ************ ******* **** ********** *** ** ******* ** *** ***** ****** **** ****** ** **** *********** *** *** ********* ** **** ****** ***** ** ********* *** ******* ** **** ********* ******* ******’* ********** ******* ******** ***** ***** ******* *** ***** ******** ** **** ***** ** ******* ** ****** **** **** ***** *** **** ***** *** **** *** ***** ****** **** *** * **** ******* ******* ** *** ***** ******** ** * ******* ****** ********* ********* ********* *** *********** ** ***** **** ****** ** ***** ** ***** *********** **** ***** ******* ****** ** **** ***** ********* ********* ***** *** ****** *** *** ***** ** *** *********** **** **** ****** ** **** *** ***** ** *** ***** *** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** *****   ************** ** *** ********** ******* ****** ***** *** ********* **** ** ******* ** * ******** ********* ********* ** *****  ******** *** ***** ******* **** ****** **** *********** **** ***** ******* ****** ** *** ********* ********* *** *********** ** ***’* ******* *** ******** **** ** ********** **** ***** **** *** ** ********* **** **** ******’* ********** ******* ******** ***** ***** ******* ***/** ***** ******* ** ******* *** ****** ** *********’ **** ********** ******* **** ******’* ********** ******* ******** ***** ***** ******* ***/** ***** ********  

 

 

**** ******* ** **** ******* *** *** ****** ** *** ************ ******* **** ********** *** ** ******* ** *** ***** ****** **** ****** ** **** *********** *** *** ********* ** **** ****** ***** ** ********* *** ******* ** **** ******’* ******** ******* *************** *“****”** ** **** ***** ** ******* ** ****** **** **** ***** *** **** ***** *** **** *** ***** ****** **** *** * **** ******* ******* ** *** ***** ******** ** * ******* ****** ********* ********* ********* *** *********** ** ***** **** ****** ** ***** ** ***** *********** **** ***** ******* ****** ** **** ***** ********* ********* ***** *** ****** *** *** ***** ** *** *********** **** **** ****** ** **** *** ***** ** *** ***** *** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** *****   ******** *** ***** ******* **** ****** **** *********** **** ***** ******* ****** ** *** ********* ********* *** *********** ** ***** *****

 

 

*** ********* ******* *** ******* **** ** ********* *********** ******* ***** ** *** ***** ** * ******* ****** ********* ******** *** *********** *** ** ** **** *** ***** *** **** ** ***** ****** ***’* ********* ******** *** ********* ******* *** ***** ***** ** ********* ** **** **** ****** **** **** ** ********  ** *** ***** ***’* ********* ******** *** *********** ** ********

 

** ****** **** *** ***** ** * ********** ***** *** ***** ******* *** *** **** ****** **** ******** **** ****' ***** *******  ******** ****** ******** ****** ** ** **** ******** ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** *****  ******** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** ***** *** ******** ** **** ********** ******** **** *** ******* ******* ************ ****** *** *** ***** ** ************  *** *** ***** ** *********** ** ******* ** *** ********* ******* *** ******* *** ************* ********* *** *** ***** ********* ********* *** *** ********* ******* *** *** *** ******** ******* ** ***’* ********; ********* ******** **** ** ***** *** ******* ***’* ************** ******* ****** *“***”* ** *** ********* ********* *** *** ******* ** ***’* *********  

 

 

*** ********* ******* ******* **** ** ********* *********** ******* ***** ** *** ***** ** * ******* ****** ********* ******** *** *********** *** ** ** **** *** ***** *** **** ** ***** ****** ***’* ********* ******** *** ********* ******* ***** ***** ** ********* ** **** **** ****** **** **** ** ********  ** *** ***** ***’* ********* ******** *** *********** ** ******** ** ****** **** *** ***** ** * ********** ***** *** ***** ******* *** *** **** ****** **** ******** **** ****' ***** *******  ******** ****** ******** ****** ** ** **** ******** ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** *****  ******** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** *****  *** ******** ** **** ********** ******** **** *** ******* ******* ************ ****** *** *** ***** ** ************  *** *** ***** ** *********** ** ******* ** *** ********* ******* ******* *** ************* ********* *** *** ***** ********* ********* *** *** ********* ******* ******* ******* ** ***’* ********; ********* ******** **** ** ***** *** ******* *** ** *** ********* ********* *** *** ******* ** ***’* *********

 

 

******* ******* **** ** ********* *********** ******* ***** ** *** ***** ** * ******* ****** ********* ******** *** *********** *** ** ** **** *** ***** *** **** ** ***** ****** ***’* ********* ******** *** ******* ******* ***** ***** ** ********* ** **** **** ****** **** **** ** ********  ** *** ***** ***’* ********* ******** *** *********** ** ******** ** ****** **** *** ***** ** * ********** ***** *** ***** ******* *** *** **** ****** **** ******** **** ****' ***** *******  ******** ****** ******** ****** ** ** **** ******** ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** *****  ******** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** *****  *** ******** ** **** ********** ******** **** *** ******* ******* ************ ****** *** *** ***** ** ************  *** *** ***** ** *********** ** ******* ** *** ******* ******* ******* *** ************* ********* *** *** ***** ********* ********* *** *** ******* ******* ******* ******* ** ***’* ********; ********* ******** **** ** ***** *** ******* *** ** *** ********* ********* *** *** ******* ** ***’* *********

 

 

 

**** ******** **** ********* ***** ** ******** *** ***** **** ** **** ** *** *** ********** ******’* ********** ******* ******** ***** ***** ******* ***/** ***** ******* ****** *********** **** ***** ** ***’* ********** ******* ** **** **** *** ********** *******  

 

 

 

**** ******** **** ********* ***** ** ******** *** ********* ******* ** **** ** *** ********** ******’* ******** ********** ******* ******** ***** ***** ******* ***/** ***** ******* ****** *********** **** ***** ** ***** *********** ** ** *** **** ** ********* **** ******* ********** ******* *********** ********* **** ***** ***********  

 

 

 

****** *** **** ******** **** ** **** ******** ***** *** *“****** ****”** *** ***** ******* **** ****** **** * ******* ****** ******* ***** **** ** *** ******* ****** ********* ** **** ******* * *** ***’* *********** ****** *** **** ********* ******** ***** ******** ** **** ******* *******   *** ******** ** **** ******* ** * ******* ** **** * ******* ***** ***** ** ********** * “****** *********”  *** ***** ****** *** ******* ****** *** ***** ** **** ******* **** * ****** ** * ******* ***** ** **** ****** ******** **** *******  *** ******* ***** ***** *** ***’* ******* ** ******* *** ******* ****** ** ********** **** *** ********** *** ***** ***** **** ****** ** * ****** ******** **** ******* ** *** ** *** ******* ****** *** ***** ** **** ******* *; *** *** ***** *** ******** * ****** *** **** *** ****** ** *** ** *** ******* ******* **** ******* **** ****** ** * ****** ******** **** ******* ** *** ******* ******* *********  ******** ** ****** ******** ***** ***** ** *** ******** *** ****** ** ***** *** ********* ****** ****** **** *** ******** **** ** *** ****** *****  *** ***** ** ******** ** **** **** *** *** **** ****** *** ***** ** *** ********* ******** ** **** **** *** **** ****** *** ******** ********  

 

 

** **** ******* ** *** ******* *** **** *** **** *** *********** ******** *** ***** ** ************ *** ** ***/** ** ***** **** ******* ** ****** ***** **** ** *** ***** **** *** *** *** ****** **** *** ***** ******* * *** ****** ** **** **** ****** ** ** ****** ***** ** *** ********* ******* *** ******* *** ********** ** *** ****** ** **** ******’* ******** *** ****** ******* ** *** ** *** ***** ** ***** **** ****** ******** *********  ** **** ******* ** *** ******* *** **** *** **** *** *********** ******** *** ***** ** ************ *** ** ***/** ** ***** **** ******* ** **** ***** **** *** *** ***** **** *** *** *** ****** **** *** **** **** ******* **** ****** ** ********** ******* ****** *** ***** ******* * *** ****** ** **** **** ****** ** ** ****** ***** ** $****** ********** ** *** ****** ** **** ******’* ******** *** ****** ******* ** *** ** *** ***** ** ***** **** ****** ******** *********    ************* *** ******* ******* ********* ***** *** “***** **** *** ********”  

 

*** ********* ********** ***** ***** **** ******* ** *** ***** **** *** *******:  **** ****** ** **** ****** **** **** ***** **** ***/** *** ***** **** **** *** ***** **** *** ******* ***** ** ******* ** ** ****** *** ***** *** ******** ***** ** ** ****** ***** **:  *** *** * **** ********* ******* *** ******* *** ********** ** *** ******* ****** ** ******** *** ****** ********* ** * ******* ***** ** **** ******** ******  ** *** ***** *** *** ******** ***** * ** ******** ***** * ******** ** ********* ** ******* * ** *** **** ***** ** * ****** ******** ******** ** ***** **** ***/** *** ***** **** *** ***** ************ *** ** ***/** ** ****** *** **** **** ******* *** ***** **** *** ******* ** ****** *** **** ***** ******** ** ********* ** *** ********* ********* *** **** *** *** * ******* ****** *** ***** ******* **

 

 

** **** ******* ** *** ******* *** **** *** **** *** *********** ******** *** ***** ** ************ *** ** ***/** ** ***** **** ******* ** ****** ********* ******* ** *** ********* ******* *** *** *** ****** **** *** ***** ******* * *** ****** ** **** **** ****** ** ** ****** ***** ** *** ********* ******* *** ******* *** ********** ** *** ****** ** **** ******’*

 

******** *** ****** ******* ** *** ** *** ***** ** ***** *** ****** ******** *********  ** **** ******* ** *** ******* *** **** *** **** *** *********** ******** *** ***** ** ************ *** ** ***/** ** ***** **** ******* ** **** ********* ******* *** *** ********* ******* *** *** *** ****** **** *** **** **** ******* **** ****** ** ********** ******* ****** *** ***** ******* * *** ****** ** **** **** ****** ** ** ****** ***** ** $****** ********** ** *** ****** ** **** ******’* ******** *** ****** ******* ** *** ** *** ***** ** ***** *** ****** ******** *********  ************* *** ******* ******* ********* ***** *** “********* ******* *** ********”  

 

** *** ***** * ****** ******** **** ******* ** *** ********* ******* *** ********* ** ********** ****** ****** *** ********* ** *** ************ ******** ***** *** ****** ******* ** *** **** ******* ** *** ************ ***** ** **** ************ ** **** ****** ******** ***** ** ********** ** *** ****** ** ***** *** ****** ******** *** *********** ** *** ************ ******** *****  *** *******:

 

 

 

**** ****** ***** ** ******** ** * ****** ** **** ******’* **** ******* ******** ** *** ***** *** *** ******** ***** * ** ******** ***** * ******** ** ********* ** ******* * ** *** **** ***** ** * ****** ******** ******** ** ********* ******* ***/** ********* ******* *** ***** ************ *** ** ***/** ** ****** *** **** **** ******* *** ********* ******* *** ******* ** ****** *** **** ***** ******** ** ********* ** *** ********* *********** ** *********** *** **** *** *** * ******* ****** *** ***** ******* **

 

 

 

 

 

 

 

 

 

*** *** ****** ***** ** ********* ** **** ***** *** ************* ** *** ********** *********** ******* ***** **** *** ********* ** *******

 

 

 

 

 

 

EXHIBIT J

STATEMENTS OF WORK AND LETTERS OF AUTHORIZATION

 

 

 

 

EXHIBIT K

ACP CLIENTS AND NON-ACP CLIENTS

 

 

 

 

 

EXHIBIT L

FORM OF *** ADDENDUM

 

 

1.Agreement Reference.  Reference is hereby made to that certain Amended and Restated Processing and Production Services Agreement dated as of _____________, 2014 between CSG Systems, Inc. (“CSG”) and Time Warner Cable Enterprises LLC (“TWC”) (CSG #2505411), as amended from time to time by CSG and TWC, the “Agreement”).  

2.Acceptance of Agreement.  ****** ***** ********* *** (“***”) agrees to be bound by the terms and conditions of the Agreement, which are hereby incorporated by reference into this *** ******** (“*** ********”) and which may be amended from time to time by CSG and TWC.  All capitalized terms not defined herein shall have the meanings given to such terms in the Agreement if defined therein.  Subject to the provisions of Section 3 below, upon execution of this *** ********, BHN shall have all of the rights and obligations of TWC under the Agreement solely with respect to this *** ******** and the Products and Services for ACP Clients and/or Non-ACP Clients received by *** pursuant to the Agreement, and CSG shall have the same rights and obligations vis-à-vis *** as it has with respect to TWC. ACP Clients and/or Non-ACP Clients, as applicable.  In addition, the following provisions in the Agreement are modified with respect to ***.

 

 

 

 

 

If to CSG:

 

CSG Systems, Inc.

9555 Maroon Circle

Denver, CO  80112

Attn:  President

 

With a required copy to:

 

CSG Systems, Inc.

9555 Maroon Circle

Englewood, CO 80112

Attn:  General Counsel

 

If to ***:  

 

****** ***** ********* ***

4145 Falkenburg Road

Riverview, L  33578

Attn.:  Robert L. Segers, VP Billing & CRM Services

 

With a copy to:

Sabin, Bermant & Gould LLP

4 Times Square

New York, NY  10036

Attn:  Arthur J. Steinhauer, Esq.

 

 

 

 

3.Counterparts.  This *** ******** may be executed in counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.  

 

 

Executed as of the ___ day of ___________, 20__ (“Effective Date”).

CSG SYSTEMS, INC.

 

 

By: _______________________________

Name: _____________________________

Title: ______________________________

 

 

****** ***** ********* ***

 

 

By: ________________________________

Name: ______________________________

Title: _______________________________

 

EXHIBIT K-***

 

*** – NON-ACP CLIENTS