.

src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md

@@ -419,8 +419,60 @@ The Company hereby designates the following series as exclusive internal shared
    
    d. Receives substantiated service quality complaints from more than 50% of its series customers within any six-month period.
 
+2. **Remedies for Service Provider Failure**: Upon determination of a service provider failure, the following remedies shall be available:
+
+   a. **Initial Remediation Period**: The service provider shall be granted a 60-day remediation period to:
+   
+      i. Correct performance deficiencies;
+      
+      ii. Restore service levels to required standards;
+      
+      iii. Submit a detailed improvement plan to the Technology Oversight Committee; and
+      
+      iv. Implement enhanced monitoring and reporting.
+   
+   b. **Enhanced Oversight**: During the remediation period, the service provider shall be subject to:
+   
+      i. Weekly performance reviews by the Technology Oversight Committee;
+      
+      ii. Implementation of additional controls and monitoring;
+      
+      iii. Potential leadership changes as recommended by the Board; and
+      
+      iv. Requirement to provide daily status reports to affected series.
+   
+   c. **Failure to Remediate**: If the service provider fails to remediate within the 60-day period, the Technology Oversight Committee may:
+   
+      i. Grant a single 30-day extension if substantial progress is evident;
+      
+      ii. Implement a service provider replacement plan;
+      
+      iii. Authorize temporary external service providers for affected services; or
+      
+      iv. Recommend restructuring of the service provider to the Board.
+   
+   d. **Extreme Failure**: In cases of extreme failure involving critical systems, the Board may:
+   
+      i. Immediately authorize use of external service providers;
+      
+      ii. Remove and replace service provider leadership;
+      
+      iii. Implement emergency continuity plans; and
+      
+      iv. Take any other actions necessary to protect the TSYS Group.
+
 #### 3.1.4 - Innovation Exception Process
 
+1. **Exception Basis**: A series may request an exception to the mandatory use requirement only on the grounds of:
+
+   a. Specialized technical requirements that cannot be met by the internal service provider;
+   
+   b. Demonstrable competitive advantage requiring specialized external solutions;
+   
+   c. Regulatory or compliance requirements that necessitate specialized external providers; or
+   
+   d. Client or customer contractual requirements that mandate specific external solutions.
+
 2. **Exception Request Process**:
 
    a. Requests must be submitted in writing to the Technology Oversight Committee;
@@ -445,7 +497,23 @@ The Company hereby designates the following series as exclusive internal shared
       
    c. The Technology Oversight Committee must respond within 45 days for standard requests and within 15 days for requests designated as time-sensitive with appropriate justification.
    
-   d. The Technology Oversight Committee must provide written justification for any denial..
+   d. The Technology Oversight Committee must provide written justification for any denial.
+
+3. **Exception Implementation**:
+
+   a. If approved, the exception shall:
+   
+      i. Be documented in the electronic records system;
+      
+      ii. Include specific scope and duration limitations;
+      
+      iii. Require quarterly reviews and renewal evaluation;
+      
+      iv. Include a transition plan for eventual migration to internal services if feasible; and
+      
+      v. Include compliance monitoring to ensure continued adherence to security and integration requirements.
+   
+   b. The Technology Oversight Committee shall maintain a registry of all approved exceptions and provide quarterly reports to the Board.
 
 #### 3.1.5 - Service Division Operations