diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 86b5a40..3ab213c 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/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: + i. Be documented in writing and incorporated by reference into this Agreement; + ii. Include specific, measurable performance metrics for each service category; + 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 + + 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: + 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 + + 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: + a. Conduct quarterly compliance reviews; - b. Promptly investigate any reported violations; and - c. Recommend appropriate remedial actions to the Board. + + b. Promptly investigate any reported violations; + + c. Issue formal findings within 30 days of any compliance investigation; and + + 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. + + a. Fails to meet established performance standards for two consecutive quarters as documented by the Technology Oversight Committee; + + b. Experiences a catastrophic service disruption lasting more than 48 hours; + + c. Commits a material breach of its SLA obligations that remains uncured for 30 days after written notice; or + + d. Receives substantiated service quality complaints from more than 50% of its series customers within any six-month period. 2. **Temporary External Provider Authorization**: + a. Upon a determination of failure, the affected series may petition the Technology Oversight Committee for a temporary waiver to use external providers. + b. The petition must: + i. Identify the specific services affected; + 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 + + v. Include a plan for transitioning back to the internal provider. + c. The Technology Oversight Committee must respond to such petitions within 30 calendar days. + d. If approved, waivers shall: + i. Be granted for a specific scope of services; + ii. Have a defined duration not to exceed 180 days; - iii. Include monitoring requirements; and - iv. Establish criteria for return to the internal provider. + + iii. Include monitoring requirements; + + iv. Require monthly status reporting; and + + 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; + + a. Develop and implement a remediation plan approved by the Technology Oversight Committee within 15 days of waiver approval; + 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. + + 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 + + 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: + 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. + + b. The internal service provider has confirmed in writing that it cannot reasonably develop equivalent capabilities within 90 days; + + c. The requesting series has conducted and documented a thorough evaluation of alternatives; + + d. The external solution complies with all Company security and compliance requirements; and + + e. Implementation of the external solution will not compromise system integration or data security. 2. **Exception Request Process**: + a. Requests must be submitted in writing to the Technology Oversight Committee; + b. Requests must include: + i. Detailed description of the required service; + ii. Documentation of business necessity; + 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; + + vi. Data integration and protection plan; + + vii. Implementation timeline; and + + viii. Cost-benefit analysis comparing the external solution to internal alternatives. + c. The Technology Oversight Committee must respond within 45 days. + + d. The Technology Oversight Committee must provide written justification for any denial. 3. **Exception Implementation**: + a. Approved exceptions shall be documented in the series’ electronic records; + 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 + + 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: + a. Operate as a cost center pursuant to Section 4.6.5; + b. Maintain transparent cost accounting with quarterly reporting to all series; + c. Be subject to Board oversight through appropriate committees; + d. Select and manage external vendors as needed following procurement guidelines established by the Board; + e. Develop and maintain appropriate service standards and SLAs; + f. Conduct annual customer satisfaction surveys among series; - g. Implement continuous improvement processes with measurable objectives; and - h. Maintain appropriate cybersecurity and compliance certifications. + + g. Implement continuous improvement processes with measurable objectives; + + h. Maintain appropriate cybersecurity and compliance certifications; + + i. Establish disaster recovery and business continuity plans; + + j. Conduct quarterly technology and service reviews; and + + k. Provide monthly service performance metrics to all series. 2. **Board Oversight Responsibilities**: The Board of Directors, through its committees, shall establish and oversee: + a. Performance metrics and reporting requirements; + b. Service level frameworks; + c. Cost allocation methodologies; + d. Technology and service strategies; + e. Vendor selection criteria; + f. Quality control measures; - g. Dispute resolution procedures for service conflicts; and - h. Other operational parameters as needed. + + g. Dispute resolution procedures for service conflicts; + + h. Compliance standards and monitoring; + + i. Cybersecurity requirements and testing; and + + j. Other operational parameters as needed. 3. **Service Roadmap Requirements**: Each service provider shall: + a. Maintain a three-year service development roadmap; + 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. + + c. Incorporate series feedback into roadmap updates; + + d. Align roadmap priorities with overall TSYS Group strategic objectives; + + e. Include specific technology innovation initiatives; + + f. Establish clear timelines for major service enhancements; and + + g. Document resource allocation for strategic initiatives. + ### Section 3.2 - Electronic Records Requirement