Common use of Alternate Providers Clause in Contracts

Alternate Providers. (a) During the Term, Equifax shall have the right to retain third party suppliers to perform any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service pursuant to Section 3.13, or to perform any such services, ------------ functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally. EDS shall cooperate with any such third party supplier and Equifax as requested from time to time. Such cooperation shall include, without limitation, (i) providing reasonable physical and electronic access to the Facilities, the Data Center and the books and records in the possession of EDS regarding the Equifax Business and/or the Services; (ii) use of any Machines used by EDS to perform services for the Equifax Group for the Equifax Business; (iii) use of any of the Software (other than any Software where the underlying license agreement does not authorize such access and consent permitting such access and use has not been obtained); (iv) providing such information regarding the operating environment, System constraints, and other operating parameters as is reasonably necessary for the work product of the third party supplier of the Equifax Group to be compatible with the Services or New Services; and (v) such other reasonable cooperation as may be requested by Equifax. (b) EDS's obligations hereunder shall be subject to the third party suppliers' compliance with reasonable Facilities, data and physical security and other applicable standards and procedures, execution of appropriate confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by EDS pursuant to the Agreement. (c) If EDS's cooperation with Equifax or any third party supplier performing work as described in Section 8.5(a), causes EDS to expend a material amount -------------- of additional resources that EDS would not otherwise have expended, but which fall within the scope of activities comprising the Services, such additional reasonable and necessary resources will be charged to Equifax under the established charging mechanism and/or Resource Unit Baseline therefor. The Parties further agree that if in EDS's reasonable, good faith determination, a third party supplier's activities affect EDS's ability to meet the Performance Standards or otherwise provide the Services in accordance with the Agreement, EDS will provide written notice to Equifax of such determination. The Parties will cooperate to determine and verify whether such effect is caused by a third party supplier, the extent of such effect, and how to ameliorate any such effect. [*] (d) Equifax's retention of third party suppliers pursuant to this Section 8.5 ----------- to perform services, functions, activities, tasks or responsibilities that are within the scope of the Services shall not relieve Equifax of its obligations set forth in the Agreement to pay EDS the Monthly Charges applicable to such services, functions, activities, tasks or responsibilities as set forth in the Agreement, unless Equifax is relieved from such charge pursuant to a provision of the Agreement or by the agreement of EDS.

Alternate Providers. (a) During the Term, Equifax Certegy shall have the right to retain third party suppliers to perform any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service pursuant to Section 3.133.12, or to perform any such services, ------------ functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally. EDS IBM shall cooperate with any such third party supplier and Equifax Certegy as requested from time to time. Such cooperation shall include, without limitation, (i) providing reasonable physical and electronic access to the Facilities, the Data Center and the books and records in the possession of EDS IBM regarding the Equifax Certegy Business and/or the Services; (ii) use of any Machines used by EDS IBM to perform services for the Equifax Certegy Group for the Equifax Certegy Business; (iii) use of any of the Software (other than any Software where the underlying license agreement does not authorize such access and consent permitting such access and use has not been obtained); (iv) providing such information (subject to an appropriate confidentiality agreement, if appropriate) regarding the operating environment, System constraints, and other operating parameters as is reasonably necessary for the work product of the third party supplier of the Equifax Certegy Group to be compatible with the Services or New Services; and (v) such other reasonable cooperation as may be requested by EquifaxCertegy. (b) EDS's IBM’s obligations hereunder shall be subject to the third party suppliers' ’ compliance with reasonable Facilities, Facilities and Data Center data and physical security and other applicable standards and procedures, execution of appropriate confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by EDS IBM pursuant to the Agreement. (c) If EDS's IBM’s cooperation with Equifax Certegy or any third party supplier performing work as described in Section 8.5(a), causes EDS IBM to expend a material amount -------------- of additional resources and incur costs that EDS IBM would not otherwise have expended, expended but which fall within the scope of activities comprising the Services, such additional reasonable and necessary resources will be charged to Equifax under the established charging mechanism and/or Resource Unit Baseline therefor. The Parties further agree that if in EDS's reasonable, good faith determination, a third party supplier's activities affect EDS's ability to meet the Performance Standards or otherwise provide the Services in accordance with the Agreement, EDS will provide written notice to Equifax of such determination. The Parties will cooperate to determine and verify whether such effect is caused by a third party supplier, the extent of such effect, and how to ameliorate any such effect. [*] (d) Equifax's retention of third party suppliers pursuant to this Section 8.5 ----------- to perform services, functions, activities, tasks or responsibilities that are within the scope of the Services shall not relieve Equifax of its obligations set forth in the Agreement to pay EDS the Monthly Charges applicable to such services, functions, activities, tasks or responsibilities as set forth in the Agreement, unless Equifax is relieved from such charge pursuant to a provision of the Agreement or by the agreement of EDS.such

Alternate Providers. (a) During the Term, Equifax shall have the right to retain third party suppliers to perform any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service pursuant to Section 3.13SECTION 3.12, or to perform any such services, ------------ functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally. EDS IBM shall cooperate with any such third party supplier and Equifax as requested from time to time. Such cooperation shall include, without limitation, (i) providing reasonable physical and electronic access to the Facilities, the Data Center and the books and records in the possession of EDS IBM regarding the Equifax Business and/or the Services; (ii) use of any Machines used by EDS IBM to perform services for the Equifax Group for the Equifax Business; (iii) use of any of the Software (other than any Software where the underlying license agreement does not authorize such access and consent permitting such access and use has not been obtained); (iv) providing such information (subject to an appropriate confidentiality agreement, if appropriate) regarding the operating environment, System constraints, and other operating parameters as is reasonably necessary for the work product of the third party supplier of the Equifax Group to be compatible with the Services or New Services; and (v) such other reasonable cooperation as may be requested by Equifax. (b) EDSIBM's obligations hereunder shall be subject to the third party suppliers' compliance with reasonable Facilities, Facilities and Data Center data and physical security and other applicable standards and procedures, execution of appropriate confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by EDS IBM pursuant to the Agreement. (c) If EDSIBM's cooperation with Equifax or any third party supplier performing work as described in Section SECTION 8.5(a), causes EDS IBM to expend a material amount -------------- of additional resources and incur costs that EDS IBM would not otherwise have expended, expended but which fall within the scope of activities comprising the Services, such additional reasonable resources and necessary resources costs will be charged to Equifax under the established charging mechanism and/or Resource Unit Baseline therefor; provided, however, if the additional resources expended and costs incurred are not within the scope of activities comprising the Services, Equifax shall reimburse IBM at its standard rates for such resources subject to SECTION 9.11 hereof and for such costs as invoiced. The Parties further agree that if in EDSIBM's reasonable, good faith determination, a third party supplier's activities affect EDSIBM's ability to meet the Performance Standards or otherwise provide the Services in accordance with the Agreement, EDS IBM will provide written notice to Equifax of such determination. The Parties will cooperate to determine and verify whether such effect is caused by a third party supplier, the extent of such effectaffect, and how to ameliorate any such effect. [*]IBM shall be excused for any inability to meet the Performance Standards, Minimum Service Levels or otherwise provide any of the Services to the extent, and only for the period, any such third party supplier's activities directly affect and impact IBM's ability to meet any Performance Standard or Minimum Service Level or otherwise provide any of the Services in accordance with the Agreement. (d) Equifax's retention of third party suppliers pursuant to this Section SECTION 8.5 ----------- to perform services, functions, activities, tasks or responsibilities that are within the scope of the Services shall not relieve Equifax of its obligations set forth in the Agreement to pay EDS IBM the Monthly Charges charges applicable to such services, functions, activities, tasks or responsibilities as set forth in the Agreement, unless Equifax is relieved from such charge pursuant to a provision of the Agreement or by the agreement of EDS.IBM. Equifax / IBM Confidential

Alternate Providers. (a) During the Term, Equifax Certegy shall have the right to retain third party suppliers to perform any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service pursuant to Section 3.133.12, or to perform any such services, ------------ functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally. EDS IBM shall cooperate with any such third party supplier and Equifax Certegy as requested from time to time. Such cooperation shall include, without limitation, (i) providing reasonable physical and electronic access to the Facilities, the Data Center and the books and records in the possession of EDS IBM regarding the Equifax Certegy Business and/or the Services; (ii) use of any Machines used by EDS IBM to perform services for the Equifax Certegy Group for the Equifax Certegy Business; (iii) use of any of the Software (other than any Software where the underlying license agreement does not authorize such access and consent permitting such access and use has not been obtained); (iv) providing such information (subject to an appropriate confidentiality agreement, if appropriate) regarding the operating environment, System constraints, and other operating parameters as is reasonably necessary for the work product of the third party supplier of the Equifax Certegy Group to be compatible with the Services or New Services; and (v) such other reasonable cooperation as may be requested by EquifaxCertegy. (b) EDSIBM's obligations hereunder shall be subject to the third party suppliers' compliance with reasonable Facilities, Facilities and Data Center data and physical security and other applicable standards and procedures, execution of appropriate confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by EDS IBM pursuant to the Agreement. (c) If EDSIBM's cooperation with Equifax Certegy or any third party supplier performing work as described in Section 8.5(a), causes EDS IBM to expend a material amount -------------- of additional resources and incur costs that EDS IBM would not otherwise have expended, expended but which fall within the scope of activities comprising the Services, such CERTEGY/IBM CONFIDENTIAL additional reasonable resources and necessary resources costs will be charged to Equifax Certegy under the established charging mechanism and/or Resource Unit Baseline therefor; provided, however, if the additional resources expended and costs incurred are not within the scope of activities comprising the Services, Certegy shall reimburse IBM at its standard rates for such resources subject to Section 9.11 hereof and for such costs as invoiced. The Parties further agree that if in EDSIBM's reasonable, good faith determination, a third party supplier's activities affect EDSIBM's ability to meet the Performance Standards or otherwise provide the Services in accordance with the Agreement, EDS IBM will provide written notice to Equifax Certegy of such determination. The Parties will cooperate to determine and verify whether such effect is caused by a third party supplier, the extent of such effectaffect, and how to ameliorate any such effect. [*]IBM shall be excused for any inability to meet the Performance Standards, Minimum Service Levels or otherwise provide any of the Services to the extent, and only for the period, any such third party supplier's activities directly affect and impact IBM's ability to meet any Performance Standard or Minimum Service Level or otherwise provide any of the Services in accordance with the Agreement. (d) EquifaxCertegy's retention of third party suppliers pursuant to this Section 8.5 ----------- to perform services, functions, activities, tasks or responsibilities that are within the scope of the Services shall not relieve Equifax Certegy of its obligations set forth in the Agreement to pay EDS IBM the Monthly Charges charges applicable to such services, functions, activities, tasks or responsibilities as set forth in the Agreement, unless Equifax Certegy is relieved from such charge pursuant to a provision of the Agreement or by the agreement of EDSIBM.

Alternate Providers. (a) During the Term, Equifax shall have the right to retain third party suppliers to perform any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service pursuant to Section 3.133.12, or to perform any such services, ------------ functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally. EDS IBM shall cooperate with any such third party supplier and Equifax as requested from time to time. Such cooperation shall include, without limitation, (i) providing reasonable physical and electronic access to the Facilities, the Data Center and the books and records in the possession of EDS IBM regarding the Equifax Business and/or the Services; (ii) use of any Machines used by EDS IBM to perform services for the Equifax Group for the Equifax Business; (iii) use of any of the Software (other than any Software where the underlying license agreement does not authorize such access and consent permitting such access and use has not been obtained); (iv) providing such information (subject to an appropriate confidentiality agreement, if appropriate) regarding the operating environment, System constraints, and other operating parameters as is reasonably necessary for the work product of the third party supplier of the Equifax Group to be compatible with the Services or New Services; and (v) such other reasonable cooperation as may be requested by Equifax. (b) EDSIBM's obligations hereunder shall be subject to the third party suppliers' compliance with reasonable Facilities, Facilities and Data Center data and physical security and other applicable standards and procedures, execution of appropriate confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by EDS IBM pursuant to the Agreement. (c) If EDSIBM's cooperation with Equifax or any third party supplier performing work as described in Section 8.5(a), causes EDS IBM to expend a material amount * -------------- of additional resources and incur costs that EDS IBM would not otherwise have expended, expended but which fall within the scope of activities comprising the Services, such additional reasonable resources and necessary resources costs will be charged to Equifax under * and/or * therefor; provided, however, if the established charging mechanism and/or Resource Unit Baseline thereforadditional resources expended and costs incurred are not within the scope of activities comprising the Services, Equifax shall reimburse IBM * for such resources subject to Section 9.11 hereof and for * as invoiced. The Parties further agree that if in EDSIBM's reasonable, good faith determination, a third party supplier's activities affect EDSIBM's ability to meet the Performance Standards or otherwise provide the Services in accordance with the Agreement, EDS IBM will provide written notice to Equifax of such determination. The Parties will cooperate to determine and verify whether such effect is caused by a third party supplier, the extent of such effectaffect, and how to ameliorate any such effect. [*]IBM shall be excused for any inability to * or otherwise provide any of the Services to the extent, and only for the period, any such third party supplier's activities directly affect and impact IBM's ability to * or otherwise provide any of the Services in accordance with the Agreement. (d) Equifax's retention of third party suppliers pursuant to this Section 8.5 ----------- to perform services, functions, activities, tasks or responsibilities that are within the scope of the Services shall not relieve Equifax of its obligations set forth in the Agreement to pay EDS IBM the Monthly Charges charges applicable to such services, functions, activities, tasks or responsibilities as set forth in the Agreement, unless Equifax is relieved from such charge pursuant to a provision of the Agreement or by the agreement of EDSIBM.

Alternate Providers. (a) During the Term, Equifax Flagstar shall have the right to retain third party suppliers to perform any service, function, responsibility, activity responsibility or task that is within the scope of the Services or would constitute a New Service pursuant to Section 3.136.6, or to perform any such services, ------------ functions, responsibilities or tasks (whether all or ----------- a part of the Services or the New Services) internally. EDS ISSC shall cooperate with any such third party supplier and Equifax as requested from time to timeFlagstar. Such cooperation shall include, without limitation, (i1) providing reasonable physical and electronic access to the Facilities, the Data Center and the books and records in the possession of EDS regarding the Equifax Business and/or the ServicesCenter; (ii2) use of any Machines used by EDS ISSC to perform services provided that such use of any Machines shall be for the Equifax purpose of providing services to the Flagstar Group for the Equifax BusinessFlagstar Business but may not be used by such third party supplier for the purpose of providing data processing services directly to customers and potential customers of the Flagstar Group; (iii3) use of any of the Software (other than any Software where the underlying license agreement does not authorize such access and consent permitting such access and use has not been obtained); (iv4) providing such information regarding the operating environment, System constraints, and other operating parameters as is reasonably necessary for the work product of the third party supplier of or the Equifax Flagstar Group to be compatible with the Services or New Services; and (v5) such other reasonable cooperation as may be requested mutually agreed by Equifaxthe Parties. (b) EDSISSC's obligations hereunder shall be subject to the third party suppliers' compliance with reasonable Facilities, Data Center data and physical security and other applicable standards and procedures, execution of appropriate confidentiality agreements, and reasonable scheduling of computer time and access to other resources to be furnished by EDS ISSC pursuant to the this Agreement. (c) If EDSISSC's cooperation with Equifax Flagstar or any third party supplier performing work as described in Section 8.5(a2.6(a), causes EDS ISSC to expend a material amount -------------- of additional resources that EDS ISSC would not otherwise have expended, expended but which fall within the scope of activities comprising the Services, such additional reasonable and necessary resources will be charged to Equifax Flagstar under the established charging mechanism and/or Resource Unit Baseline therefor. The Parties further agree that if in EDSISSC's reasonable, good faith determination, a third party supplier's activities affect EDSISSC's ability to meet the Performance Standards or otherwise provide the Services in accordance with the this Agreement, EDS ISSC will provide written notice to Equifax Flagstar of such determination. The Parties will cooperate to determine and verify whether such effect is caused by a third party supplier, the extent of such effectaffect, and how to ameliorate any such effect. [*]ISSC shall be excused for any inability to meet the Performance Standards, Minimum Service Levels or otherwise provide any of the Services to the extent, and only for the period, any such third party supplier's activities directly affect and impact ISSC's ability to meet any Performance Standard or Minimum Service Level or otherwise provide any of the Services in accordance with this Agreement. (d) EquifaxFlagstar's retention of third party suppliers pursuant to this Section 8.5 ----------- 2.6 to perform services, functions, activities, tasks or responsibilities that are within the scope of the Services services shall not relieve Equifax Flagstar of its obligations set forth in the this Agreement to pay EDS the Monthly Charges ISSC applicable to charges for such services, functions, activities, tasks or responsibilities as set forth in the Agreement, unless Equifax Flagstar is relieved from such charge pursuant to a provision of the this Agreement or by the agreement of EDSISSC.