Common use of Mandatory Enhancements Clause in Contracts

Mandatory Enhancements. a) Subject to Section 8.2, EVERTEC will provide change, modification, enhancement or upgrade to certain Services to ensure that those Services permit COMPANY, BPPR, or their respective Subsidiaries to comply with mandatory changes in COMPANY’s, BPPR’s, or their respective Subsidiaries’ Legal Requirements (the “Mandatory Enhancements”). b) EVERTEC shall consult with COMPANY and BPPR, as well as other EVERTEC customers affected by the relevant Mandatory Enhancement, regarding the interpretation of the relevant Legal Requirements as well as the strategy for implementation of the Mandatory Enhancement. Ultimately, the design and implementation of the Mandatory Enhancement shall be based on EVERTEC’s reasonable interpretation of the relevant Legal Requirement and its understanding of the Services affected thereby. c) EVERTEC may charge COMPANY or BPPR at the time and material rates set forth in Exhibit B, as applicable, for development hours expended on Mandatory Enhancements for COMPANY, BPPR, or any of their respective Subsidiaries on a prorated basis. The costs will be proportionately allocated among EVERTEC’s affected customers. Any such charges shall be disclosed to COMPANY and BPPR as soon as reasonably possible following the consultations described in Section 2.7(b), including a description of how they are to be calculated and allocated among COMPANY, BPPR, and their appropriate respective Subsidiaries, on the one hand, and EVERTEC’s other affected customers, on the other. If COMPANY or BPPR can reasonably demonstrate that it or its applicable Subsidiary is not subject to the Legal Requirement that is the subject of a given Mandatory Enhancement, COMPANY, BPPR, and their appropriate respective Subsidiaries shall not be charged any development fees for such enhancement. d) In the event that COMPANY, BPPR or any of their respective Subsidiaries requests other changes, modifications, enhancements or upgrades to the Services that are different from or in addition to, but requested in connection with, Mandatory Enhancements (the “Supplemental Mandatory Enhancements”), then, provided EVERTEC agrees to make such changes, modifications, enhancements or upgrades (which agreement shall not be unreasonably withheld), COMPANY, BPPR or any of their Subsidiaries that request a Supplemental Mandatory Enhancement, shall be charged a development fee at the time and material rates specified in Exhibit B, as applicable. EVERTEC may charge COMPANY, BPPR or any of their Subsidiaries that request a Supplemental Mandatory Enhancement, an ongoing usage fee for any new Service resulting from (i) Mandatory Enhancements to the extent charged its other customers, or (ii) Supplemental Mandatory Enhancements.

Mandatory Enhancements. (a) Subject to Section 8.28.2 and the remainder of this Section 2.8, EVERTEC will provide changechanges, modificationmodifications, enhancement enhancements or upgrade upgrades to certain the Services to ensure that those Services permit COMPANY, BPPR, or their respective Subsidiaries to comply with mandatory changes in COMPANY’s, BPPR’s, or their respective Subsidiaries’ applicable Legal Requirements Requirements, including as requested by COMPANY, BPPR or their respective Subsidiaries (the “Mandatory Enhancements”). (b) EVERTEC shall notify COMPANY and BPPR of its intention to implement a Mandatory Enhancement as soon as practicable following EVERTEC’s becoming aware of such Mandatory Enhancement and, in the 30 days following such notice, shall (i) consult with COMPANY and BPPR, as well as other EVERTEC customers affected by the relevant Mandatory Enhancement, regarding the interpretation of the relevant Legal Requirements as well as the strategy for implementation of the Mandatory Enhancement and (ii) provide an initial estimate of the potential applicable costs. If the Mandatory Enhancement is to be funded or used exclusively by or for COMPANY or BPPR or their Affiliates (an “Exclusive Mandatory Enhancement”), the Mandatory Enhancement will reflect COMPANY and BPPR’s interpretation and requirements for the Mandatory Enhancement. UltimatelyIf the Mandatory Enhancement is not an Exclusive Mandatory Enhancement, the design and implementation of the Mandatory Enhancement shall be based on EVERTEC’s reasonable interpretation of the any relevant Legal Requirement applicable to EVERTEC (taking into account input from COMPANY and BPPR) and its understanding of the Services affected thereby. (c) EVERTEC may charge COMPANY or BPPR at the time and material rates set forth in Exhibit B, as applicable, for development hours expended on Mandatory Enhancements for COMPANY, BPPR, or any of their respective Subsidiaries on a prorated basis. The costs will be proportionately allocated among EVERTEC’s affected customers. Any such charges shall be disclosed to COMPANY and BPPR as soon as reasonably possible following the consultations described in Section 2.7(b2.8(b), including a description of how they are to be calculated and allocated among COMPANY, BPPR, and their appropriate respective Subsidiaries, on the one hand, and EVERTEC’s other affected customers, on the other. If COMPANY (i) COMPANY, BPPR or BPPR can reasonably demonstrate that it or its any applicable Subsidiary is thereof inform EVERTEC in writing that they are not subject to the Legal Requirement that is the subject of a given Mandatory EnhancementEnhancement within 30 days following EVERTEC’s notice in clause (b) above, or (ii) COMPANY or BPPR elect not to use the Mandatory Enhancement by provision of written notice within 45 days following EVERTEC’s notice in clause (b) above, COMPANY, BPPR, and their appropriate respective Subsidiaries shall not be charged any development fees for such enhancementenhancement and EVERTEC may determine, in its sole discretion, to not make such enhancement available to COMPANY, BPPR and their Subsidiaries. (d) In the event that COMPANY, BPPR BPPR, or any of their respective Subsidiaries requests other changes, modifications, enhancements or upgrades to the Services that are different from or in addition to, but requested in connection with, Mandatory Enhancements (the “Supplemental Mandatory Enhancements”), then, provided EVERTEC agrees to make such changes, modifications, enhancements or upgrades (which agreement shall not be unreasonably withhelddelayed, withheld or conditioned), COMPANY, BPPR BPPR, or any of their respective Subsidiaries that request a Supplemental Mandatory Enhancement, Enhancement shall be charged a development fee at the time and material rates specified in Exhibit B, as applicable. . (e) EVERTEC may charge COMPANY, BPPR BPPR, or any of their respective Subsidiaries that request a Supplemental Mandatory Enhancement, Enhancement an ongoing usage fee for any new Service resulting from (i) Mandatory Enhancements (provided that if such Mandatory Enhancements are provided to EVERTEC’s other customers, such charges may be imposed solely to the extent charged its to such other customers), or (ii) Supplemental Mandatory Enhancements. (f) For the avoidance of doubt, COMPANY, BPPR, or any of their respective Subsidiaries can develop themselves or use a Third Party for any Requested Enhancement, Mandatory Enhancement or a Supplemental Mandatory Enhancement; subject to and in accordance with Section 2.1(c).

Mandatory Enhancements. a) Subject to Section 8.2, EVERTEC will provide change, modification, enhancement or upgrade to certain Services to ensure that those Services permit COMPANY, BPPR, or their respective Subsidiaries to comply with mandatory changes in COMPANY’s, BPPR’s, or their respective Subsidiaries’ Legal Requirements (the “Mandatory Enhancements”). b) EVERTEC shall consult with COMPANY and BPPR, as well as other EVERTEC customers affected by the relevant Mandatory Enhancement, regarding the interpretation of the relevant Legal Requirements as well as the strategy for implementation of the Mandatory Enhancement. Ultimately, the design and implementation of the Mandatory Enhancement shall be based on EVERTEC’s reasonable interpretation of the relevant Legal Requirement and its understanding of the Services affected thereby. c) EVERTEC may charge COMPANY or BPPR at the time and material rates set forth in Exhibit B, as applicable, for development hours expended on Mandatory Enhancements for COMPANY, BPPR, or any of their respective Subsidiaries on a prorated basis. The costs will be proportionately allocated among EVERTEC’s affected customers. Any such charges shall be disclosed to COMPANY and BPPR as soon as reasonably possible following the consultations described in Section 2.7(b), including a description of how they are to be calculated and allocated among COMPANY, BPPR, and their appropriate respective Subsidiaries, on the one hand, and EVERTEC’s other affected customers, on the other. If COMPANY or BPPR can reasonably demonstrate that it or its applicable Subsidiary is not subject to the Legal Requirement that is the subject of a given Mandatory Enhancement, COMPANY, BPPR, and their appropriate respective Subsidiaries shall not be charged any development fees for such enhancement. d) In the event that COMPANY, BPPR or any of their respective Subsidiaries requests other changes, modifications, enhancements or upgrades to the Services that are different from or in addition to, but requested in connection with, Mandatory Enhancements (the “Supplemental Mandatory Enhancements”), then, provided EVERTEC agrees to make such changes, modifications, enhancements or upgrades (which agreement shall not be unreasonably withheld), COMPANY, BPPR or any of their Subsidiaries that request a Supplemental Mandatory Enhancement, shall be charged a development fee at the time and material rates specified in Exhibit B, as applicable. EVERTEC may charge COMPANY, BPPR or any of their Subsidiaries that request a Supplemental Mandatory Enhancement, an ongoing usage fee for any new Service resulting from (i) Mandatory Enhancements to the extent charged its other customers, or (ii) Supplemental Mandatory Enhancements.