Common use of Benchmarks Clause in Contracts

Benchmarks. Beginning as of the second anniversary of the Contract Execution Date D&B may benchmark the Charges for all or a portion of the Services, provided that benchmarking of particular Charges cannot be undertaken more than one time in any rolling two (2) year period. The Charges that may be benchmarked include all pertinent Charges under this Agreement and/or, any SOW hereunder. (a) A benchmarking under this Section shall be conducted by an independent industry-recognized benchmarking service provider designated by D&B and approved by Acxiom (“Benchmarker”). Acxiom agrees that Gartner Group and Compass Group are acceptable as a Benchmarker. The Benchmarker shall not be an Acxiom Competitor. If Acxiom rejects any other Benchmarker suggested by D&B, Acxiom shall also provide D&B with the names of three (3) Benchmarkers that would be acceptable to Acxiom. D&B shall retain and pay the charges for the Benchmarker. The parties shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. (b) The Benchmarker shall perform the benchmarking in accordance with Benchmarker’s documented procedures that shall be provided to the parties prior to the start of the benchmarking process. The Benchmarker shall compare the Charges under this Agreement for the Services being benchmarked to the costs being incurred in a representative sample of similar services, not including in-house IT operations. The Benchmarker shall select the representative sample from entities (i) identified by the Benchmarker and approved by the parties and (ii) identified by a party and approved by the Benchmarker. The representative sample: (A) shall include at least eight (8) entities; and (B) may include entities that are outsourcing customers of Acxiom, subject to express confidentiality restrictions within Acxiom’s agreements with such customers. (c) The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. Each party shall be provided a reasonable opportunity to review, comment on, and request changes in the Benchmarker’s proposed findings. Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions. (d) If in the final report of the Benchmarker, the Charges to D&B under this Agreement for the benchmarked Services are higher than the highest charge within the best quartile of the representative sample (viewed from the perspective of most beneficial to D&B (e.g., lowest charges shall be the “best” charges)): (i) by *** percent (***%) or less, then no adjustment shall be made; *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (ii) by more then *** percent (***%), but less than or equal to *** percent (***%), then the Charges will be automatically reduced so that they are no more than *** percent (***%) higher than the highest charge within the best quartile of the representative sample, which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker; or (iii) by more then *** percent (***%), then D&B, at its option, may elect either: (A) to have the Charges reduced by *** percent (***%), which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker, or (B) to terminate the benchmarked Services at no-cost or charge, by giving Acxiom at least six (6) months’ prior written notice specifying the terminated Services and designating the termination date. (e) If in the final report of the Benchmarker, the Charges to D&B under this Agreement for the benchmarked Services are lower than the highest charge within the best quartile of the representative sample (viewed from the perspective of most beneficial to D&B), then no adjustment shall be made. *** (f) Absent fraud or collusion or manifest error, the determination of the Benchmarker shall be final and binding on the parties.

Benchmarks. Beginning as Empire shall have the right during the Term, beginning (subject to Section 3.3(e) of Schedule C) upon the second anniversary of the Contract Execution Date D&B may Effective Date, to benchmark the Charges for cost and charges for, and IBM's performance of, all or a portion of the ServicesServices (including personnel rates), provided that benchmarking of particular Charges charges cannot be undertaken more than one time in any rolling two (2) year period. The Charges that may be benchmarked include all pertinent Charges under this Agreement and/or, any SOW hereunder. (a) A benchmarking under this Section shall be conducted by an independent independent, third party, industry-recognized benchmarking service provider designated by D&B Empire and approved by Acxiom IBM (“"Benchmarker”"). Acxiom agrees The Parties agree that Gartner Group Group, Compass Group, and Compass Group Meta are acceptable to serve as a BenchmarkerBenchmarker as of the Effective Date. The Benchmarker shall not be an Acxiom Competitor. If Acxiom rejects any other Benchmarker suggested by D&B, Acxiom shall also provide D&B with the names of three (3) Benchmarkers that would be acceptable to Acxiom. D&B shall retain and pay the charges for the Benchmarker. The parties Parties shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. The Benchmarker shall execute a confidentiality agreement that contains confidentiality terms and conditions substantially similar to those set forth in Section 15.3 of this Agreement, unless there already exists a confidentiality agreement with the Benchmarker. (b) The Benchmarker shall perform the benchmarking in accordance with the Benchmarker’s 's documented procedures that which shall be provided to the parties Parties prior to the start of the benchmarking processprocess and to which the Parties may comment prior to the benchmarking. The Benchmarker shall compare the Charges costs, charges and/or performance of the Services under this Agreement Agreement, as appropriate, for the Services being benchmarked to the costs being incurred costs, charges, and/or performance in a representative sample of well-managed IT operations performing services similar services, not including in-house IT operationsto the Services. The Benchmarker shall select the representative sample from entities (i) identified by the Benchmarker and approved by the parties -58- Empire/IBM CONFIDENTIAL Benchmarker, and (ii) identified by a party Party and approved by the Benchmarker. The following conditions apply to the representative sample: (A) it shall include at least eight six (8) 6) entities and no more than eighteen (18) entities; and , (B) it may include entities that have not outsourced IT operations, and (C) it may include entities that are outsourcing customers of Acxiom, subject to express confidentiality restrictions within Acxiom’s agreements with such customersIBM. (c) The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. The transactions contemplated by the Claims Engine License Agreement and the Licensing and Joint Development Agreement, and the credits associated with such agreements, shall not be included as part of the Benchmarker's analysis. Each party Party shall be provided a reasonable opportunity to review, comment on, on and request changes in the Benchmarker’s 's proposed findings. Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions. (d) If in the final report of the Benchmarker, the Charges costs, charges, and/or performance to D&B Empire under this Agreement for the benchmarked Services are higher than not in the highest charge within the best quartile top ten percent (10%) of the representative sample (viewed from the perspective of most beneficial to D&B Empire) (e.g., lowest charges lower than ninety percent (90%) of the representative sample) ("Top Ten Percent"), then the following shall be the “best” charges)):apply: (i) After collaboration with and discussion between the Parties with respect to the Benchmarker's final report (which the Parties shall examine reasonably and in good faith), IBM shall give Empire written notification within thirty (30) days after issuance of the Benchmarker's final report whether IBM accepts such final report. If IBM accepts such report, IBM promptly shall develop a plan and schedule, subject to the approval of Empire, to bring IBM within the Top Ten Percent (or such other percentage as agreed by *** percent the Parties) in a reasonable period of time, but in any event no longer than within six (***%6) or less, months (unless otherwise agreed by the Parties). IBM then no adjustment shall be made; *** Omitted pursuant to a request for confidential treatment and filed separately with implement the Securities and Exchange Commissionplan. (ii) by more then *** percent (***%), but less than or equal to *** percent (***%), then the Charges will be automatically reduced so that they are no more than *** percent (***%) higher than the highest charge within the best quartile of the representative sample, which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker; or (iii) by more then *** percent (***%), then D&B, at its option, may elect either: If (A) to have IBM does not provide notice that IBM accepts the Charges reduced by *** percent (***%), which reductions shall be effective ninety (90) days after the issuance of the Benchmarker's final report by the Benchmarkerwithin thirty (30) days, as provided above, or (B) the Parties are unable to agree on an appropriate plan and schedule to respond to the Benchmarker's final report, as provided above, then the Parties will attempt to resolve the dispute in accordance with Section 20.1. In the event (I) the dispute is not so resolved, or (II) absent a dispute regarding the Benchmarker's final report, IBM fails to bring IBM within the Top Ten Percent (or such other percentage as agreed by the Parties) in a reasonable period of time, but in any event no longer than within six (6) months (unless otherwise agreed by the Parties), then Empire may terminate the benchmarked Services at no-cost or chargeany portion thereof, subject only to Empire payment of Wind Down Costs, by giving Acxiom IBM at least six sixty (660) months’ days' prior written notice. In the case of termination by Empire of Services in accordance with this Section 13.7(d)(ii): (1) the charges payable under this Agreement for continuing Services shall be equitably adjusted to reflect the Services that are terminated, and (2) if Empire terminates a portion of a Tower, then to the extent IBM reasonably determines that the Services terminated by Empire under this -59- Empire/IBM CONFIDENTIAL provision are integral to the entire Tower in which such Services are included, IBM shall give notice specifying to Empire of such fact, and Empire shall have the terminated option: (y) to terminate the entire Tower, or (z) not to terminate the Services and designating the termination datethat IBM has identified as integral to such Tower. (e) If in the final report of the Benchmarker, the Charges charges to D&B Empire under this Agreement for the benchmarked Services are lower than in the highest charge within the best quartile Top Ten Percent of the representative sample (viewed from the perspective of most beneficial to D&BEmpire), then no adjustment shall be made. ***In no event shall charges be increased as a result thereof. (f) Absent fraud or collusion or manifest error, the determination of the The Benchmarker shall be final retained by Empire. Each Party shall pay the Benchmarker one half (1/2) of all charges, expenses and binding on costs incurred by the parties.Benchmarker in performing the benchmarking described in this Section 13.7 as such charges, expenses and costs are invoiced. [**]

Benchmarks. Beginning as of *** after the second anniversary of the Contract Execution applicable SOW Effective Date D&B may benchmark the Charges for all or a portion of the ServicesServices under such SOW, provided that benchmarking of particular the Charges canmay not be undertaken more than one *** time in any rolling two (2) year *** month period. The Charges that may be benchmarked include all pertinent Charges under this Agreement and/or, any SOW hereunder.as follows: (a) A benchmarking under this Section shall be conducted by an independent industry-recognized benchmarking service provider designated by D&B and approved by Acxiom Ensono (“Benchmarker”). Acxiom Ensono agrees that Gartner Group Group, Nautilus Advisors and Compass Group are acceptable as a Benchmarker. The Benchmarker shall not be an Acxiom Ensono Competitor. If Acxiom Ensono rejects any other Benchmarker suggested by D&B, Acxiom Ensono shall also provide D&B with the names of three (3) other Benchmarkers that would be acceptable to AcxiomEnsono. D&B shall retain and pay the charges for the Benchmarker, but the Benchmarker may not be retained on a contingency basis. The parties shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. (b) The Benchmarker shall perform the benchmarking in accordance with the Benchmarker’s documented procedures that shall be provided to the parties prior to the start of the benchmarking process. The Benchmarker shall compare the Charges under this Agreement for the Services being benchmarked to the costs being incurred in a representative sample of similar services, not including in-house IT operations. The Benchmarker shall select the representative sample from entities (i) identified by the Benchmarker and approved by the parties parties, and (ii) identified by a party agreement of the parties and approved by the Benchmarker. The representative sample: (A) shall include at least eight (8) entities; and (B) may include entities that are outsourcing customers of AcxiomEnsono, subject to express confidentiality restrictions within AcxiomEnsono’s agreements with such customers. (c) The Benchmarker is to shall conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of servicesservice, scope of services, service levels, financing or payment streams, bundling of multiple resource units (e.g., including or excluding systems software from hardware pricing), and other pertinent factors. Each Ensono will provide to the Benchmarker reasonably detailed information about the component elements of Ensono’s charges and pricing methods under this Agreement (although if Ensono fails to do so the Benchmarker shall proceed with such assumptions as it determines are reasonable under the circumstances), and the Benchmarker shall gather and utilize reasonably detailed information with respect to the representative samples being used for comparison. At the appropriate stage early in the process; but, in any event, prior to completing its report, the Benchmarker will meet with the parties and describe in reasonable detail the steps that the Benchmarker proposes to take to normalize the data for comparison. The parties shall have a reasonable opportunity to comment on those steps, and the Benchmarker shall incorporate into its normalization process the reasonable suggestions made by either party; provided that if those suggestions are in conflict, the conflict will be resolved as provided below. After the Benchmarker issues its preliminary report, each party shall be provided a reasonable opportunity to review, comment on, and request changes in the Benchmarker’s proposed findingspreliminary report. Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions. (d) If in the final report of the Benchmarker, indicating what it believes all the Charges to D&B under this Agreement for the benchmarked Services are higher than the highest charge within would be at the best quartile of the representative sample (viewed from the perspective of most beneficial to D&B (e.g., lowest charges shall be the “best” charges)):) and at the median. In doing so, the Benchmarker will set all Charges at the best quartile and the median, not only those individual items of Charges which it believes need to be reduced (e.g., certain items of the Charges may increase while others may decrease). (d) If the suggestions of D&B and Ensono to the Benchmarker concerning the normalization process are in conflict, the parties will: (i) by *** percent (***%) or less, then no adjustment shall be madeuse the internal dispute resolution process reflected in this Agreement; *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (ii) if the internal dispute resolution process is not successful within fifteen (15) days, the parties will submit the Benchmarker’s proposed normalization process, as supplemented by more then *** percent the D&B suggestions (***%the “D&B Process”) and as supplemented by the Ensono suggestions (the “Ensono Process”), but less than to a recognized national accounting firm (although not necessarily one of the “Big Four”) who is not the principal tax advisor or equal to *** percent the outside auditor for either Ensono or D&B or any of their Affiliates (***%the “Accounting Firm”), then who shall select one or the Charges will be automatically reduced so that they are no more than *** percent (***%) higher than the highest charge within the best quartile other of the representative sample, which reductions two processes as the process more likely to produce valid comparisons. The decision of the Accounting Firm shall be effective ninety final and binding on the parties, and the Benchmarker shall be required to follow its normalization process, as supplemented by the suggestions of the party selected by the Accounting Firm. The Accounting Firm shall be instructed that its decision should be rendered in thirty (9030) days or less. At the request of either party, soon after retaining the issuance Accounting Firm, the parties (and, if either desires, the Benchmarker) shall meet with the Accounting Firm to discuss its concerns with the approach proposed by the other party and the reasons why its proposal differs. The party whose process is not selected as the more likely to produce valid comparisons shall pay the fees of the final report by the Benchmarker; or (iii) by more then *** percent (***%), then D&B, at its option, may elect either: (A) to have the Charges reduced by *** percent (***%), which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker, or (B) to terminate the benchmarked Services at no-cost or charge, by giving Acxiom at least six (6) months’ prior written notice specifying the terminated Services and designating the termination dateAccounting Firm. (e) If in the final report of the Benchmarker, the Charges to D&B under this Agreement for the benchmarked Services are lower greater than the highest charge within the best *** of the representative sample the parties shall meet and work in good faith to adjust the Charges in an attempt to achieve such best ***. (f) If in the final report of the Benchmarker, the Charges to D&B for the benchmarked Services are greater than the median charge within the representative sample, the Charges shall be reduced ***. Such reductions shall be effective forty-five (45) days after ***. This Subsection 14.12(f) not a substitution for Subsection 14.12(e); if the Benchmarker’s report is that the Charges under this Agreement are greater than the median and the best quartile then both subsections shall apply (i.e., the Charges shall be reduced to at least the median level, and the parties shall work in good faith to further reduce them to the best quartile). (g) If in the final report of the Benchmarker, the Charges to D&B for the benchmarked Services under SOW No. 9 are lower than the median charge within the representative sample (viewed from the perspective of most beneficial to D&B), then no adjustment shall be made. ***In no event shall the Charges be increased as a result thereof. (fh) Absent Unless it is alleged and held that there has been fraud or collusion collusion, material arithmetic error, or manifest errormaterial failure of the Benchmarker to follow the methodology provided for above, the determination of the Benchmarker shall be final and binding on the parties.

Benchmarks. Beginning as Empire shall have the right during the Term, beginning (subject to Section 3.3(e) of Schedule C) upon the second anniversary of the Contract Execution Date D&B may Effective Date, to benchmark the Charges for cost and charges for, and IBM's performance of, all or a portion of the ServicesServices (including personnel rates), provided that benchmarking of particular Charges charges cannot be undertaken more than one time in any rolling two (2) year period. The Charges that may be benchmarked include all pertinent Charges under this Agreement and/or, any SOW hereunder. (a) A benchmarking under this Section shall be conducted by an independent independent, third party, industry-recognized benchmarking service provider designated by D&B Empire and approved by Acxiom IBM (“"Benchmarker”"). Acxiom agrees The Parties agree that Gartner Group Group, Compass Group, and Compass Group Meta are acceptable to serve as a BenchmarkerBenchmarker as of the Effective Date. The Benchmarker shall not be an Acxiom Competitor. If Acxiom rejects any other Benchmarker suggested by D&B, Acxiom shall also provide D&B with the names of three (3) Benchmarkers that would be acceptable to Acxiom. D&B shall retain and pay the charges for the Benchmarker. The parties Parties shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. The Benchmarker shall execute a confidentiality agreement that contains confidentiality terms and conditions substantially similar to those set forth in Section 15.3 of this Agreement, unless there already exists a confidentiality agreement with the Benchmarker. (b) The Benchmarker shall perform the benchmarking in accordance with the Benchmarker’s 's documented procedures that which shall be provided to the parties Parties prior to the start of the benchmarking processprocess and to which the Parties may comment prior to the benchmarking. The Benchmarker shall compare the Charges costs, charges and/or performance of the Services under this Agreement Agreement, as appropriate, for the Services being benchmarked to the costs being incurred costs, charges, and/or performance in a representative sample of well-managed IT operations performing services similar services, not including in-house IT operationsto the Services. The Benchmarker shall select the representative sample from entities (i) identified by the Benchmarker and approved by the parties -58- Empire/IBM CONFIDENTIAL Benchmarker, and (ii) identified by a party Party and approved by the Benchmarker. The following conditions apply to the representative sample: (A) it shall include at least eight six (8) 6) entities and no more than eighteen (18) entities; and , (B) it may include entities that have not outsourced IT operations, and (C) it may include entities that are outsourcing customers of Acxiom, subject to express confidentiality restrictions within Acxiom’s agreements with such customersIBM. (c) The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. The transactions contemplated by the Claims Engine License Agreement and the Licensing and Joint Development Agreement, and the credits associated with such agreements, shall not be included as part of the Benchmarker's analysis. Each party Party shall be provided a reasonable opportunity to review, comment on, on and request changes in the Benchmarker’s 's proposed findings. Following such review and comment, the Benchmarker shall issue a final report of its findings and conclusions. (d) If in the final report of the Benchmarker, the Charges costs, charges, and/or performance to D&B Empire under this Agreement for the benchmarked Services are higher than not in the highest charge within the best quartile top ten percent (10%) of the representative sample (viewed from the perspective of most beneficial to D&B Empire) (e.g., lowest charges lower than ninety percent (90%) of the representative sample) ("Top Ten Percent"), then the following shall be the “best” charges)):apply: (i) After collaboration with and discussion between the Parties with respect to the Benchmarker's final report (which the Parties shall examine reasonably and in good faith), IBM shall give Empire written notification within thirty (30) days after issuance of the Benchmarker's final report whether IBM accepts such final report. If IBM accepts such report, IBM promptly shall develop a plan and schedule, subject to the approval of Empire, to bring IBM within the Top Ten Percent (or such other percentage as agreed by *** percent the Parties) in a reasonable period of time, but in any event no longer than within six (***%6) or less, months (unless otherwise agreed by the Parties). IBM then no adjustment shall be made; *** Omitted pursuant to a request for confidential treatment and filed separately with implement the Securities and Exchange Commissionplan. (ii) by more then *** percent (***%), but less than or equal to *** percent (***%), then the Charges will be automatically reduced so that they are no more than *** percent (***%) higher than the highest charge within the best quartile of the representative sample, which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker; or (iii) by more then *** percent (***%), then D&B, at its option, may elect either: If (A) to have IBM does not provide notice that IBM accepts the Charges reduced by *** percent (***%), which reductions shall be effective ninety (90) days after the issuance of the Benchmarker's final report by the Benchmarkerwithin thirty (30) days, as provided above, or (B) the Parties are unable to agree on an appropriate plan and schedule to respond to the Benchmarker's final report, as provided above, then the Parties will attempt to resolve the dispute in accordance with Section 20.1. In the event (I) the dispute is not so resolved, or (II) absent a dispute regarding the Benchmarker's final report, IBM fails to bring IBM within the Top Ten Percent (or such other percentage as agreed by the Parties) in a reasonable period of time, but in any event no longer than within six (6) months (unless otherwise agreed by the Parties), then Empire may terminate the benchmarked Services at no-cost or chargeany portion thereof, subject only to Empire payment of Wind Down Costs, by giving Acxiom IBM at least six sixty (660) months’ days' prior written notice. In the case of termination by Empire of Services in accordance with this Section 13.7(d)(ii): (1) the charges payable under this Agreement for continuing Services shall be equitably adjusted to reflect the Services that are terminated, and (2) if Empire terminates a portion of a Tower, then to the extent IBM reasonably determines that the Services terminated by Empire under this -59- Empire/IBM CONFIDENTIAL provision are integral to the entire Tower in which such Services are included, IBM shall give notice specifying to Empire of such fact, and Empire shall have the terminated option: (y) to terminate the entire Tower, or (z) not to terminate the Services and designating the termination datethat IBM has identified as integral to such Tower. (e) If in the final report of the Benchmarker, the Charges charges to D&B Empire under this Agreement for the benchmarked Services are lower than in the highest charge within the best quartile Top Ten Percent of the representative sample (viewed from the perspective of most beneficial to D&BEmpire), then no adjustment shall be made. ***In no event shall charges be increased as a result thereof. (f) Absent fraud or collusion or manifest error, the determination of the The Benchmarker shall be final retained by Empire. Each Party shall pay the Benchmarker one half (1/2) of all charges, expenses and binding on costs incurred by the partiesBenchmarker in performing the benchmarking described in this Section 13.7 as such charges, expenses and costs are invoiced.

Benchmarks. Beginning as of Company shall have the second anniversary of right during the Contract Execution Date D&B may Term, [*] to benchmark the Charges and quality for all the Services of one or a portion more of the ServicesSub-Towers, provided that benchmarking of particular Charges for each Sub-Tower cannot be undertaken more than one time in any rolling two (2) year period[*] during the Term. The Charges purpose of any benchmarking exercise is to verify that may be benchmarked include all pertinent Charges under this Agreement and/orCompany is receiving competitive market pricing and service level quality with respect to the management, any SOW hereunderdelivery and receipt of the Services. (aA) A benchmarking under this Section shall be conducted by an independent industry-recognized benchmarking service provider designated by D&B Company and approved by Acxiom Supplier (the “Benchmarker”). Acxiom Supplier agrees that Gartner Group and Compass Group Nautilus are acceptable as a BenchmarkerBenchmarker as of the Effective Date. The Benchmarker shall not be an Acxiom Competitor. If Acxiom rejects any other Benchmarker suggested engaged by D&B, Acxiom shall also provide D&B with the names of three (3) Benchmarkers that would be acceptable to Acxiom. D&B shall retain and pay the charges for the BenchmarkerCompany on a non-contingent fee basis. The parties fees and costs of the Benchmarker shall be paid by Company. The Parties shall cooperate with the Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records, subject to the Benchmarker’s execution of a confidentiality agreement with Company and Supplier (or separate confidentiality agreements if the Parties so agree) containing obligations of confidentiality approved by the Parties, which approval shall not be unreasonably withheld. All information provided to or obtained from the Benchmarker will be provided to both Parties. Supplier shall not be required to make available cost data or data with respect to Supplier’s other customers. (bB) The Benchmarker shall perform the benchmarking in accordance with Benchmarker’s documented procedures that which shall be provided to and subject to review by the parties Parties prior to the start of the benchmarking process. The Benchmarker shall compare the Charges [*] under this Agreement for the Services of the Sub-Tower being benchmarked to the costs [*] being incurred in a representative sample of similar services, not including in-house IT operationsoperations for other entities (the “Benchmarked Representative Sample”). The Benchmarker shall select the representative sample Benchmarked Representative Sample from entities (i1) identified by the Benchmarker and approved by the parties and (ii) identified by a party and approved by the Benchmarker, and (2) identified by a Party and approved by the Benchmarker, which approval shall not be unreasonably withheld. The representative samplefollowing conditions apply to the Benchmarked Representative Sample: (Aa) it shall include at least eight only entities that have outsourced similar services, (8) entities; and (Bb) it may include entities that are outsourcing customers of AcxiomSupplier, and [*] If the Benchmarker-proposed Benchmarked Representative Sample consists of [*], such selection shall be subject to express confidentiality restrictions within Acxiom’s agreements with such customersthe Parties’ approval, which shall not be unreasonably withheld. If the Benchmarker-proposed Benchmarked Representative Sample consists of [*]. (cC) The Benchmarker is shall commence the benchmarking exercise within thirty (30) days of receipt of Company’s request and issue its initial report to conduct a benchmarking as promptly as is prudent in the circumstancesParties within one-hundred-and-twenty (120) days of receipt of Company’s request. In conducting the benchmarking, the Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, quality of services, including the service levels, financing or payment streams, and other pertinent factors. If the Benchmarked Representative Sample consists of [*]. Each party Party shall be provided a reasonable opportunity (but no more than thirty (30) days) to review, comment on, on and request changes in the Benchmarker’s proposed findings. Following such review and commentWithin ten (10) days of receiving any comments from the Parties, the Benchmarker shall issue a final report of its findings and conclusions. (dD) If in the Benchmarker’s final report the aggregate of the then-applicable Charges under this Agreement for a benchmarked Sub-Tower are [*], then no adjustments to Charges hereunder for such Sub-Tower shall be made as a result of the Benchmark. However, if in the final report of the Benchmarker, the aggregate of the then-applicable Charges to D&B under this Agreement for a benchmarked Sub-Tower are [*] the following shall apply: (1) If in the Benchmarker’s final report the aggregate of the then-applicable Charges under this Agreement for the benchmarked Services Sub-Tower are higher than the highest charge within the best quartile of the representative sample (viewed from the perspective of most beneficial to D&B (e.g., lowest charges shall be the “best” charges)): (i) by [*** percent (***%) or less, then no adjustment shall be made; *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (ii) by more then *** percent (***%), but less than or equal to *** percent (***%), then the Charges will be automatically reduced so that they are no more than *** percent (***%) higher than the highest charge within the best quartile of the representative sample, which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker; or (iii) by more then *** percent (***%), then D&B, at its option, may elect either: (A) to have the Charges reduced by *** percent (***%), which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker, or (B) to terminate the benchmarked Services at no-cost or charge, by giving Acxiom at least six (6) months’ prior written notice specifying the terminated Services and designating the termination date. (e) If in the final report of the Benchmarker, the Charges to D&B under this Agreement for the benchmarked Services are lower than the highest charge within the best quartile of the representative sample (viewed from the perspective of most beneficial to D&B), then no adjustment shall be made. *** (f) Absent fraud or collusion or manifest error, the determination of the Benchmarker shall be final and binding on the parties.]

Benchmarks. Beginning as (a) Customer shall have the right during the SOW Term, beginning upon the * of the second anniversary of the Contract Execution Date D&B may SS Commencement Date, to benchmark the Charges for SS Rates for, and Provider’s performance of, all or a portion of the Services, provided that the benchmarking of any particular Charges SS Rate cannot be undertaken more than one time * in any rolling two (2) year * period. The Charges that may be benchmarked include all pertinent Charges under this Agreement and/or, any SOW hereunder. (ab) A benchmarking under this Section study may be conducted by Customer utilizing its own forces or such consultants as Customer may deem appropriate, and Customer may request an adjustment to the compensation Provider receives hereunder on the basis thereof. If Provider agrees to such rate adjustment, then the Agreement and any applicable SOWs shall be amended accordingly. If Provider does not agree to Customer’s request, Customer may cause the study to be conducted by an independent independent, third party, industry-recognized benchmarking service provider designated by D&B and approved by Acxiom Customer (the “Third Party Benchmarker”). Acxiom agrees that Gartner Group and Compass Group are acceptable as a Benchmarker. The Benchmarker shall not be an Acxiom Competitor. If Acxiom rejects any other Benchmarker suggested by D&B, Acxiom shall also provide D&B with the names of three (3) Benchmarkers that would be acceptable to Acxiom. D&B shall retain and pay the charges for the Benchmarker. The parties Parties shall cooperate with the Third Party Benchmarker, including, as appropriate, making available knowledgeable personnel and pertinent documents and records. The Third Party Benchmarker shall execute a confidentiality agreement that contains confidentiality terms and conditions substantially similar to those set forth in Section 14 of the main text of the Agreement, unless there already exists a confidentiality agreement with the Third Party Benchmarker. All internal and third party costs incurred by Customer in performing, or having a Third Party Benchmarker perform, the benchmarking study shall be borne by Customer. (bc) The Third Party Benchmarker shall perform the benchmarking in accordance with the Third Party Benchmarker’s documented procedures, which procedures that shall be provided to the parties Parties prior to the start of the benchmarking processprocess and to which the Parties may comment prior to the benchmarking. The Third Party Benchmarker shall compare the Charges costs, charges and/or performance of the Services under this Agreement the Agreement, as appropriate, for the Services being benchmarked to the costs being incurred costs, charges, and/or performance in a representative sample of well-managed back-office transactions processing and customer contact operations performing services similar services, not including in-house IT operationsin nature and volume to the Services. The Third Party Benchmarker shall select the representative sample from entities (i) identified by the Benchmarker and approved by the parties Third Party Benchmarker, and (ii) identified by a party Party and approved by the Third Party Benchmarker. The following conditions apply to the representative sample: (A) it shall include at least eight four (8) 4) entities and no more than twelve (12) entities; , and (B) it may include entities that are outsourcing customers of Acxiom, subject to express confidentiality restrictions within Acxiom’s agreements with such customersProvider in related fields or similar types of transactions. (cd) The Third Party Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Third Party Benchmarker shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. Each party Party shall be provided a reasonable opportunity to review, comment on, on and request changes in the Third Party Benchmarker’s proposed findings. Following such review and comment, the Third Party Benchmarker shall issue a final report of its findings and conclusions. (de) If in the final report of the Third Party Benchmarker, the Charges SS Rates and/or performance to D&B Customer under this the Agreement for the benchmarked Services are higher not in the * of the representative sample (viewed from the perspective of Customer) (e.g., lower than * of the highest charge representative sample with respect to the SS Rates) (“*”), then the following shall apply: (i) After collaboration with and discussion between the Parties with respect to the Third Party Benchmarker’s final report (which the Parties shall examine reasonably and in good faith), Provider shall give Customer written notification within * after issuance of the Third Party Benchmarker’s final report whether Provider accepts such final report. If Provider accepts such report, Provider promptly shall develop a plan and schedule, subject to the approval of Customer, to bring Provider within the best quartile * (or such other percentage as agreed by the Parties) in a reasonable period of time, but in any event no longer than within * (unless otherwise agreed by the Parties). Provider then shall implement the plan. (ii) If (A) Provider does not provide notice that Provider accepts the Third Party Benchmarker’s final report within *, as provided above, or (B) the Parties are unable to agree on an appropriate plan and schedule to respond to the Third Party Benchmarker’s final report, as provided above, then the Parties will attempt in good faith to resolve the dispute in accordance with Section 24 of the main text of the Agreement, provided that, for the avoidance of doubt, the Parties agree that Provider’s failure to accept the Third Party Benchmarker’s final report shall not constitute a breach by Provider of the Agreement. (iii) If in the final report of the Third Party Benchmarker, the SS Rates to Customer under the Agreement for the benchmarked Services are in the * of the representative sample (viewed from the perspective of most beneficial to D&B (e.g., lowest charges shall be the “best” charges)): (i) by *** percent (***%) or less, then no adjustment shall be made; *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (ii) by more then *** percent (***%), but less than or equal to *** percent (***%), then the Charges will be automatically reduced so that they are no more than *** percent (***%) higher than the highest charge within the best quartile of the representative sample, which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker; or (iii) by more then *** percent (***%), then D&B, at its option, may elect either: (A) to have the Charges reduced by *** percent (***%), which reductions shall be effective ninety (90) days after the issuance of the final report by the Benchmarker, or (B) to terminate the benchmarked Services at no-cost or charge, by giving Acxiom at least six (6) months’ prior written notice specifying the terminated Services and designating the termination date. (e) If in the final report of the Benchmarker, the Charges to D&B under this Agreement for the benchmarked Services are lower than the highest charge within the best quartile of the representative sample (viewed from the perspective of most beneficial to D&BCustomer), then no adjustment shall be made. *** (f) Absent fraud or collusion or manifest error, the determination of the Benchmarker In no event shall charges be final and binding on the partiesincreased as a result thereof.