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income or taxes arising from the employment or independent contractor relationship between ePlus and its <br /> personnel). <br /> ' 1 Change Management Procedures <br /> 8.1. In recognition of the likelihood that the fundamental nature of the work to be accomplished under this <br /> Agreement may involve changes from time to time, the Parties hereby agree that a mutually agreeable written <br /> direction("Change Request"),may become pertinent, and the Parties may make changes in any one or more of the <br /> following items: <br /> 8.1.1 The scope,descriptions or specifications for the Services,or other documents to be furnished; <br /> 8.1.2 The times or places of performance or delivery of the Services,or other documents to be provided; <br /> 8.1.1 Customer's changes to the Project Plan; <br /> 8.1.3 Unavailability of resources which are beyond ePlus' control;and/or, <br /> 8.1.4 Environmental or architectural conditions not previously identified. <br /> 8.2 In the event either party desires to change this SOW,the following procedures shall apply: <br /> 8.2.1 The party requesting the change will deliver a"Change Request"(attached as Appendix B)to the <br /> other party. The Change Request will describe the nature of the change,the reason for the change, <br /> and the effect the change will have on the scope of work, which may include changes to the <br /> Deliverables and/or the schedule. <br /> 8.2.2 The Project Manager of the requesting party will review the proposed change with his/her <br /> counterpart. The parties will evaluate the Change Request and negotiate in good faith the changes <br /> to the Services and the additional charges, if any, required to implement the Change Request. If <br /> both parties agree to implement the Change Request,the appropriate authorized representatives of <br /> the parties will sign the Change Request,indicating the acceptance of the changes by the parties. <br /> 8.2.3 Upon execution of the Change Request,said Change Request will be incorporated into,and made <br /> a part of,this SOW. <br /> 8.2.4 Neither ePlus nor its subcontractor(s)is under any obligation to proceed with the Change Request <br /> until such time as the Change Request has been agreed upon by both parties. <br /> 8.3 If any permitted change causes an increase or decrease in the price of the applicable SOW, or the time <br /> required for the performance of any part of the work to be accomplished there under, whether or not such work is <br /> specifically identified in a Change Request,then the price,delivery schedules and other affected provision,if any,as <br /> applicable, shall be equitably adjusted and the Parties shall executed a Change Request to the SOW as follows: (i) <br /> the Party requesting the change will deliver a Change Request(attached as Appendix B hereto) to the other Party. <br /> The Change Request will describe the nature of the change,the reason for the change,and the effect the change will <br /> have on the scope of work, which may include changes to the Deliverables and/or the schedule; (ii) a Change <br /> Request may be initiated by either Party. The project manager for the requesting Party will review the proposed <br /> change with his/her counterpart. The Parties will evaluate the Change Request and negotiated in good faith the <br /> changes to the Services and the additional charges, if any, required to implement the Change Request. If both <br /> Parties agree to implement the Change Request, the appropriate authorized representatives of the Parties will sign <br /> the Change Request, indicating the acceptance of the changes by both Parties; (iii) upon execution of the Change <br /> Request, said Change Request will be incorporated into, and made a part of, the SOW; (iv) neither ePlus nor its <br /> subcontractor(s)is under any obligation to proceed with the Change Request until such time as the Change Request <br /> has been signed by both Parties. ePlus and Customer personnel assigned to the project shall use reasonable efforts <br /> to negotiate any proposed changes under this clause in a fair and reasonable manner. In the event that they are <br /> unable to reach mutual agreement after good faith negotiations on the additional charges for one or more such <br /> changes,then the matter shall be referred to the appropriate senior executive of each Party for appropriate resolution. <br /> 8.4 Whenever there is a conflict between the provisions set forth in a fully executed Change Request and those <br /> set forth in the original SOW, or previous fully executed Change Request, the provisions of the most recent fully <br /> executed Change Request shall prevail. <br /> 02010 ePlus Technology,inc. 6 <br /> 11/01/10 <br />