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

@@ -366,99 +366,211 @@ The Company hereby designates the following series as exclusive internal shared
 1. **Primary Provider Obligation**: All series shall utilize the designated internal service providers as their exclusive service solution providers for the services described in Section 3.1.1, subject to the following conditions:
 
    a. **Performance Standards**: Internal service providers must meet or exceed the service level agreements (SLAs) established by the Technology Oversight Committee, which shall:
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       i. Be documented in writing and incorporated by reference into this Agreement;
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       ii. Include specific, measurable performance metrics for each service category;
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       iii. Establish response time requirements for various service priorities;
-      iv. Define availability requirements for critical systems; and
-      v. Be reviewed and updated at least annually.
+      
+      iv. Define availability requirements for critical systems; 
+      
+      v. Include remediation timelines for service disruptions;
+      
+      vi. Specify reporting requirements and cadence; and
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+      vii. Be reviewed and updated at least annually.
 
    b. **Competitive Pricing**: Internal service providers must offer services at pricing comparable to market rates for equivalent services, as verified by:
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       i. Annual independent third-party audit;
-      ii. Benchmark comparison against at least three comparable external providers; and
-      iii. Transparent cost-accounting as described in Section 4.6.5.
+      
+      ii. Benchmark comparison against at least three comparable external providers;
+      
+      iii. Transparent cost-accounting as described in Section 4.6.5; and
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+      iv. Quarterly pricing reviews by the Audit and Finance Committee.
 
 2. **Enforcement Mechanism**: The Company Committee shall be responsible for enforcing the mandatory use requirement and shall:
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    a. Conduct quarterly compliance reviews;
-   b. Promptly investigate any reported violations; and
-   c. Recommend appropriate remedial actions to the Board.
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+   b. Promptly investigate any reported violations;
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+   c. Issue formal findings within 30 days of any compliance investigation; and
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+   d. Recommend appropriate remedial actions to the Board.
 
 #### 3.1.3 - Service Provider Failure Remedies
 
 1. **Failure Determination**: An internal service provider shall be deemed to have failed if it:
-   a. Fails to meet established performance standards for two consecutive quarters as documented by the Technology Oversight Committee; or
-   b. Experiences a catastrophic service disruption lasting more than 48 hours.
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+   a. Fails to meet established performance standards for two consecutive quarters as documented by the Technology Oversight Committee;
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+   b. Experiences a catastrophic service disruption lasting more than 48 hours;
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+   c. Commits a material breach of its SLA obligations that remains uncured for 30 days after written notice; or
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+   d. Receives substantiated service quality complaints from more than 50% of its series customers within any six-month period.
 
 2. **Temporary External Provider Authorization**:
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    a. Upon a determination of failure, the affected series may petition the Technology Oversight Committee for a temporary waiver to use external providers.
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    b. The petition must:
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       i. Identify the specific services affected;
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       ii. Document the performance failures;
-      iii. Propose specific external providers; and
-      iv. Include a plan for transitioning back to the internal provider.
+      
+      iii. Propose specific external providers;
+      
+      iv. Include a transition implementation plan; and
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+      v. Include a plan for transitioning back to the internal provider.
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    c. The Technology Oversight Committee must respond to such petitions within 30 calendar days.
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    d. If approved, waivers shall:
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       i. Be granted for a specific scope of services;
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       ii. Have a defined duration not to exceed 180 days;
-      iii. Include monitoring requirements; and
-      iv. Establish criteria for return to the internal provider.
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+      iii. Include monitoring requirements;
+      
+      iv. Require monthly status reporting; and
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+      v. Establish criteria for return to the internal provider.
 
 3. **Remediation Requirements**: During any waiver period, the failed internal service provider must:
-   a. Develop and implement a remediation plan approved by the Technology Oversight Committee;
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+   a. Develop and implement a remediation plan approved by the Technology Oversight Committee within 15 days of waiver approval;
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    b. Provide biweekly progress reports to the Technology Oversight Committee;
-   c. Demonstrate compliance with performance standards for at least 60 consecutive days before the waiver expires; and
-   d. Submit to enhanced monitoring for 180 days following the expiration of any waiver.
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+   c. Demonstrate compliance with performance standards for at least 60 consecutive days before the waiver expires;
+   
+   d. Submit to enhanced monitoring for 180 days following the expiration of any waiver; and
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+   e. Implement preventative measures to avoid recurrence of the failure conditions.
 
 #### 3.1.4 - Innovation Exception Process
 
 1. **Innovation Exception Criteria**: Series may request permission to utilize specialized external services not offered by internal providers when:
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    a. The service represents a significant competitive advantage that would materially enhance the requesting series’ business operations;
-   b. The internal service provider has confirmed in writing that it cannot reasonably develop equivalent capabilities within 90 days; and
-   c. The requesting series has conducted and documented a thorough evaluation of alternatives.
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+   b. The internal service provider has confirmed in writing that it cannot reasonably develop equivalent capabilities within 90 days;
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+   c. The requesting series has conducted and documented a thorough evaluation of alternatives;
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+   d. The external solution complies with all Company security and compliance requirements; and
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+   e. Implementation of the external solution will not compromise system integration or data security.
 
 2. **Exception Request Process**:
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    a. Requests must be submitted in writing to the Technology Oversight Committee;
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    b. Requests must include:
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       i. Detailed description of the required service;
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       ii. Documentation of business necessity;
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       iii. Analysis of competitive advantage;
-      iv. Proposed external provider information;
-      v. Security and compliance assessment; and
-      vi. Implementation timeline.
+      
+      iv. Proposed external provider information including due diligence materials;
+      
+      v. Security and compliance assessment;
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+      vi. Data integration and protection plan;
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+      vii. Implementation timeline; and
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+      viii. Cost-benefit analysis comparing the external solution to internal alternatives.
+      
    c. The Technology Oversight Committee must respond within 45 days.
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+   d. The Technology Oversight Committee must provide written justification for any denial.
 
 3. **Exception Implementation**:
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    a. Approved exceptions shall be documented in the series’ electronic records;
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    b. The Technology Oversight Committee shall conduct quarterly reviews of all approved exceptions;
-   c. Exceptions shall expire after 12 months unless renewed through the same process; and
-   d. The Technology Oversight Committee shall maintain a catalog of all approved exceptions.
+   
+   c. Exceptions shall expire after 12 months unless renewed through the same process;
+   
+   d. The Technology Oversight Committee shall maintain a catalog of all approved exceptions; and
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+   e. Internal service providers shall develop plans to incorporate frequently requested exceptions into their standard service offerings.
 
 #### 3.1.5 - Service Division Operations
 
 1. **Operational Requirements**: Each service division shall:
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    a. Operate as a cost center pursuant to Section 4.6.5;
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    b. Maintain transparent cost accounting with quarterly reporting to all series;
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    c. Be subject to Board oversight through appropriate committees;
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    d. Select and manage external vendors as needed following procurement guidelines established by the Board;
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    e. Develop and maintain appropriate service standards and SLAs;
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    f. Conduct annual customer satisfaction surveys among series;
-   g. Implement continuous improvement processes with measurable objectives; and
-   h. Maintain appropriate cybersecurity and compliance certifications.
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+   g. Implement continuous improvement processes with measurable objectives;
+   
+   h. Maintain appropriate cybersecurity and compliance certifications;
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+   i. Establish disaster recovery and business continuity plans;
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+   j. Conduct quarterly technology and service reviews; and
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+   k. Provide monthly service performance metrics to all series.
 
 2. **Board Oversight Responsibilities**: The Board of Directors, through its committees, shall establish and oversee:
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    a. Performance metrics and reporting requirements;
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    b. Service level frameworks;
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    c. Cost allocation methodologies;
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    d. Technology and service strategies;
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    e. Vendor selection criteria;
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    f. Quality control measures;
-   g. Dispute resolution procedures for service conflicts; and
-   h. Other operational parameters as needed.
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+   g. Dispute resolution procedures for service conflicts;
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+   h. Compliance standards and monitoring;
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+   i. Cybersecurity requirements and testing; and
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+   j. Other operational parameters as needed.
 
 3. **Service Roadmap Requirements**: Each service provider shall:
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    a. Maintain a three-year service development roadmap;
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    b. Conduct quarterly roadmap reviews with all series;
-   c. Incorporate series feedback into roadmap updates; and
-   d. Align roadmap priorities with overall TSYS Group strategic objectives.
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+   c. Incorporate series feedback into roadmap updates;
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+   d. Align roadmap priorities with overall TSYS Group strategic objectives;
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+   e. Include specific technology innovation initiatives;
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+   f. Establish clear timelines for major service enhancements; and
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+   g. Document resource allocation for strategic initiatives.
+
 
 ### Section 3.2 - Electronic Records Requirement