Common use of Other Rights Upon Termination Clause in Contracts

Other Rights Upon Termination. At the expiration or earlier termination of the Agreement and/or any Transaction Document for any reason, however described, IBM agrees in each such instance, as applicable: a) Upon Equifax's request, IBM agrees to sell to Equifax or its designee for the fair market value thereof, the IBM Machines owned by IBM then currently being used by IBM primarily to perform the Services or the portion of the Services covered by the Transaction Document, as applicable. In the case of IBM Machines that IBM is leasing and using primarily to perform the Services, IBM agrees to permit Equifax or its designee to either buy-out the lease on the IBM Machines and purchase the IBM Machines from the lessor or assume the lease(s) and secure the release of IBM thereon, subject to the terms of the applicable lease. Equifax shall be responsible for any sales, use or similar taxes associated with such purchase of such IBM Machines or the assumption of such leases. b) IBM will grant to the members of the Equifax Group and their Affiliates an irrevocable, nonexclusive, worldwide, perpetual, paid-up source and object code license to use, execute, operate, reproduce, display, perform, distribute, modify, Develop and personalize, and create Derivative Works from, the IBM Derivative Code, IBM Code, IBM Works and IBM Interfaces as a part of and in connection with the Equifax Business, and the right to sublicense third parties to do any of the foregoing for the members of the Equifax Group. Except as specifically set forth in this SECTION 12.6(b), nothing in this SECTION 12.6(b) grants Equifax any license to any materials from which IBM Derivative Code or IBM Works are derived. c) IBM will provide to the Equifax Group a source code and an object code license for IBM Software proprietary to IBM and not otherwise owned by or licensed to Equifax in accordance with SECTION 12.6(b) and not generally commercially available for use by the Equifax Group as a part of and in connection with the Equifax Business, upon terms and prices to be mutually agreed upon by the Parties (which prices shall not be greater than those then offered to other customers of IBM as described in SECTION 9.11 or, in the case Equifax / IBM Confidential where no such customers exist, other third parties). At Equifax's option, IBM will recommend a mutually agreeable commercially available substitute, if available, to perform the same function. d) Subject to SECTION 12.6(e), if IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group at the date of expiration or termination of the Agreement or any Transaction Document, Equifax may elect to take a transfer or an assignment of the license for such software (and any attendant maintenance agreement), subject to the terms of such license, and reimburse IBM for the initial license or purchase charges for such IBM Software in an amount equal to the remaining unamortized cost of such Software, if any, depreciated over a five (5) year life. Equifax shall also pay any transfer fee or charge imposed by the applicable vendor and not the obligation of IBM hereunder, and subject to Equifax's acceptance of any applicable vendor terms and conditions, such licensed Software shall be transferred or assigned to Equifax. e) If IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group and other IBM customers in a shared environment at the date of expiration or termination of the Agreement or any Transaction Document, IBM, upon request by Equifax, will assist Equifax in obtaining licenses for such Software (and any attendant maintenance agreement) subject to Equifax's payment of any license fee and other charge imposed by the applicable vendor. f) IBM will use commercially reasonable efforts to negotiate license arrangements with third parties that will minimize the amount of license and maintenance agreement transfer and assignment fees to be paid by Equifax. Equifax may participate in the negotiation of such license and maintenance agreement arrangements. IBM shall provide reasonable advance written notice to Equifax of such anticipated negotiations. g) Upon the date of expiration or termination of the Agreement or any Transaction Document for any reason, the Equifax Group shall have the right to make offers of employment to any or all IBM employees performing Services on a substantially full time basis for the Equifax Group hereunder or under such Transaction Document, as applicable ("SERVICE EMPLOYEES"). Promptly after either Party provides the other Party written notice of termination or expiration with the prior consent of each Services Employee (each of whom IBM will notify of Equifax's interest), IBM agrees, subject to the agreement of the Service Employees, to supply Equifax with the names and resumes requested by Equifax for the purpose of exercising its rights under this SECTION 12.6, at no charge. Equifax's rights under this SECTION 12.6 will take precedence over any IBM/employee employment contract or covenant that may otherwise limit an employee's right to accept employment with the Equifax Group. h) Upon Equifax's request, IBM will transfer or assign to Equifax or its designee, on mutually acceptable terms and conditions, any Third Party Agreements not otherwise treated in this SECTION 12.6, applicable solely to services being provided to Equifax, including, without limitation, Third Party Agreements for maintenance, Disaster Recovery Services and other necessary third party services then being used by IBM to perform the Services subject to the payment by Equifax of any transfer fee or charge imposed by the applicable vendors.

Other Rights Upon Termination. At the expiration or earlier termination of the this Agreement and/or any Transaction Document for any reason, however described, IBM agrees in each such instance, as applicable: (a) Upon Equifax's ’s request, IBM agrees to sell to Equifax or its designee for the fair market value thereof, the IBM Machines owned by IBM then currently being used by IBM primarily to perform the Services or the portion of the Services covered by the Transaction DocumentServices, as applicable, at its then-current unamortized net book market value. In the case of IBM Machines that IBM is leasing and using primarily to perform the Services, IBM agrees to permit Equifax or its designee to either buy-out the lease on the IBM Machines and purchase the IBM Machines from the lessor or assume the lease(s) and secure the release of IBM thereon, subject to the terms of the applicable lease. Equifax shall be responsible for any sales, use or similar taxes associated with such purchase of such IBM Machines or the assumption of such leases. (b) To the extent that IBM is using commercially available IBM proprietary software to perform the Services on the termination or expiration of the Agreement, IBM will grant to the members of the Equifax Group and their Affiliates an irrevocable, nonexclusive, worldwide, perpetual, paida license (which license shall permit a third party designee to use such software solely for Equifax’s benefit) to such software (and any related documentation) on IBM’s then standard terms and conditions (other than any one-up source time charges which shall not be required). * Information omitted pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934 and object code license to use, execute, operate, reproduce, display, perform, distribute, modify, Develop and personalize, and create Derivative Works from, the IBM Derivative Code, IBM Code, IBM Works and IBM Interfaces as a part of and in connection filed separately with the Equifax Business, and the right to sublicense third parties to do any of the foregoing for the members of the Equifax Group. Except as specifically set forth in this SECTION 12.6(b), nothing in this SECTION 12.6(b) grants Equifax any license to any materials from which IBM Derivative Code or IBM Works are derivedSEC. (c) IBM will provide to the Equifax Group a source code and an object code license for IBM Software proprietary to IBM and not otherwise owned by or licensed to Equifax * in accordance with SECTION 12.6(b) and not generally commercially available * for use by the Equifax Group as a part of and in connection with the Equifax Business, upon terms and prices to be mutually agreed upon by the Parties (which prices shall not be greater and other terms shall be no less favorable than those then offered to other customers of IBM as described in SECTION 9.11 IBM) or, in the case Equifax / IBM Confidential where no such customers exist, other third parties). At Equifax's ’s option, IBM will recommend a mutually agreeable commercially available substitute, if available, to perform the same function. (d) Subject to SECTION Section 12.6(e), if IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group at the date of expiration or termination of the Agreement or any Transaction Documentthis Agreement, Equifax may elect to take a transfer or an assignment of the license for such software (and any attendant maintenance agreement), subject to the terms of such license, and license reimburse IBM for the initial license or purchase charges for such IBM Software in an amount equal to the remaining unamortized cost of such Software, if any, depreciated over a five (5) year life. Equifax shall also pay any transfer fee or charge imposed by the applicable vendor and not the obligation of IBM hereunder, and subject to Equifax's ’s acceptance of any applicable vendor terms and conditions, such licensed Software shall be transferred or assigned to Equifax. (e) If IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group and other IBM customers in a shared environment at the date of expiration or termination of the Agreement or any Transaction Documentthis Agreement, IBM, upon request by Equifax, will assist Equifax in obtaining licenses for such Software (and any attendant maintenance agreement) subject to Equifax's ’s payment of any license fee and other charge imposed by the applicable vendor. (f) IBM will use commercially reasonable efforts Commercially Reasonable Efforts to negotiate license arrangements with third parties that will minimize the amount of license and maintenance agreement transfer and assignment fees to be paid by Equifax. If IBM is unsuccessful in any such negotiations, it will so notify Equifax prior to executing the affected agreement, in which event Equifax may elect participate in the negotiation of such license and maintenance agreement arrangements. IBM shall provide reasonable advance written notice to Equifax of such anticipated negotiations. (g) Upon In the date case of the impending expiration or termination of the this Agreement or any Transaction Document for any reason, subject to local law, the Equifax Group shall have the right (or, as required by applicable local law, the duty) to make offers of employment to any or all IBM employees performing material Services on a substantially full time basis for the Equifax Group hereunder or under such Transaction Documenthereunder, as applicable ("SERVICE EMPLOYEES"“Service Employees”). Promptly after either Party provides the other Party written notice of termination or expiration with the prior consent of each Services Employee (each of whom IBM will notify of Equifax's ’s interest), IBM agrees, subject to the agreement of the Service Employees, to supply Equifax with the names and resumes requested by Equifax for the purpose of exercising its rights under this SECTION 12.6Section 12.5(g), at no charge. Equifax's ’s rights under this SECTION 12.6 Section 12.5 will take precedence over any IBM/employee employment contract or covenant that may otherwise limit an employee's ’s right to accept employment with the Equifax Group. * Information omitted pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934 and filed separately with the SEC. (h) Upon Equifax's ’s request, IBM will transfer or assign to Equifax or its designee, on mutually acceptable terms and conditions, any Third Party Agreements not otherwise treated in this SECTION 12.6Section 12.5, applicable solely to services being provided to Equifax, including, without limitation, Third Party Agreements for maintenance, Disaster Recovery Services and other necessary third party services then being used by IBM to perform the Services subject to the payment by Equifax of any transfer fee or charge imposed by the applicable vendors.

Other Rights Upon Termination. At the expiration or earlier termination of the Agreement and/or any Transaction Document for any reason, however described, IBM EDS agrees in each such instance, as applicable: (a) Upon Equifax's request, IBM EDS agrees to sell to Equifax or its designee for the fair market value thereof, the IBM EDS Machines owned by IBM EDS then currently being used by IBM primarily EDS to perform the Services or the portion of the Services covered by the Transaction Document, as applicable. In the case of IBM EDS Machines that IBM EDS is leasing and using primarily to perform the Servicesleasing, IBM EDS agrees to permit Equifax or its designee to either buy-out the lease on the IBM EDS Machines and purchase the IBM EDS Machines from the lessor or assume the lease(s) and secure the release of IBM EDS thereon, subject to the terms of the applicable lease. Equifax shall be responsible for any sales, use or similar taxes associated with such purchase of such IBM EDS Machines or the assumption of such leases. (b) IBM EDS will grant to the members of the Equifax Group and their Affiliates an irrevocable, nonexclusive, worldwide, perpetual, paid-up source and object code license to use, execute, operate, reproduce, display, perform, distribute, modify, Develop and personalize, and create Derivative Works from, the IBM EDS Derivative Code, IBM EDS Code, IBM EDS Works and IBM EDS Interfaces as a part of and in connection with the Equifax Business, and the right to sublicense third parties to do any of the foregoing for the members of the Equifax Group. Except as specifically set forth in this SECTION 12.6(b), nothing in this SECTION 12.6(b) grants Equifax any license * Information omitted pursuant to any materials from which IBM Derivative Code or IBM Works are derivedRequest for Confidential Treatment under Rule 406 of the Securities Act of 1933. (c) IBM EDS will provide to the Equifax Group a source code and an object code license for IBM EDS Software proprietary to IBM EDS and not otherwise owned by or licensed to Equifax in accordance with SECTION 12.6(bSection 12.5(b) and not generally --------------- commercially available available, for use by the Equifax Group as a part of and in connection with the Equifax Business, upon terms and prices to be mutually agreed upon by the Parties (which prices shall not be greater than those then offered to other customers of IBM as described in SECTION 9.11 or, in the case Equifax / IBM Confidential where no such customers exist, other third parties). At Equifax's option, IBM EDS will recommend a mutually agreeable commercially available substitute, if available, to perform the same function. (d) Subject to SECTION 12.6(e), if IBM If EDS has licensed or purchased and is using any generally commercially available EDS Software to provide the Services to the Equifax Group at the date of expiration or termination of the Agreement or and/or any Transaction Document, Equifax may elect to take a transfer or an assignment of any and all of the license licenses for such software (and any attendant maintenance agreement), subject which licenses and maintenance agreements shall in all cases be kept current and fully paid by EDS through the date of transfer to Equifax. To the terms of extent any such licenselicenses for EDS Software and the attendant current maintenance agreements are not transferable by EDS to Equifax, and reimburse IBM for the initial EDS shall provide to Equifax, in Equifax's name, a current fully paid license or purchase charges for such IBM EDS Software and a current fully paid maintenance agreement for such EDS Software. In both of the instances described in an amount equal to the remaining unamortized cost preceding two sentences such license and maintenance agreements shall be for a scope of such Software, if any, depreciated over a five (5) year life. Equifax shall also pay any transfer fee or charge imposed by the applicable vendor use and not the obligation of IBM hereunder, and subject to hardware level appropriate for Equifax's acceptance operations at the time of any applicable vendor terms and conditions, such licensed Software shall be transferred or assigned transfer and/or delivery to Equifax. (e) If IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group and other IBM customers in a shared environment at the date of expiration or termination of the Agreement or any Transaction Document, IBM, upon request by Equifax, will assist Equifax in obtaining licenses for such Software (and any attendant maintenance agreement) subject to Equifax's payment of any license fee and other charge imposed by the applicable vendor. f) IBM will use commercially reasonable efforts to negotiate license arrangements with third parties that will minimize the amount of license and maintenance agreement transfer and assignment fees to be paid by Equifax. Equifax may participate in the negotiation of such license and maintenance agreement arrangements. IBM shall provide reasonable advance written notice to Equifax of such anticipated negotiations. g) Upon the date of expiration or termination of the Agreement or any Transaction Document for any reason, the Equifax Group shall have the right to make offers of employment to any or all IBM Service employees performing Services on a substantially full time basis for the Equifax Group hereunder or under such Transaction Document, as applicable ("SERVICE EMPLOYEES"). Promptly after either Party provides sends the other Party written notice of termination or expiration with the prior consent of each Services Employee (each of whom IBM EDS will notify of Equifax's interest), IBM agrees, subject to the agreement of the Service Employees, employee(s) EDS agrees to supply Equifax with the names and resumes requested by Equifax for the purpose of exercising its rights under this SECTION 12.6Section 12.5, at no charge. Equifax's rights under this SECTION 12.6 Section 12.5 will ------------ ------------ take precedence over any IBMEDS/employee employment contract or covenant that may otherwise limit an employee's right to accept employment with the Equifax Group. h(f) Upon Equifax's request, IBM EDS will transfer or assign to Equifax or its designee, on mutually acceptable terms and conditions, any Third Party Agreements not otherwise treated in this SECTION 12.6Section 12.5, applicable solely to ------------ services being provided to Equifax, including, without limitation, Third Party Agreements for maintenance, Disaster Recovery Services and other necessary third party services then being used by IBM EDS to perform the Services subject to the payment by Equifax of any transfer fee or charge imposed by the applicable vendors.

Other Rights Upon Termination. At the expiration or earlier termination of the this Agreement and/or any Transaction Document for any reason, however described, IBM agrees in each such instance, as applicable: (a) Upon Equifax's request, IBM agrees to sell to Equifax or its designee for the fair market value thereof, the IBM Machines owned by IBM then currently being used by IBM primarily to perform the Services or the portion of the Services covered by the Transaction DocumentServices, as applicable, at its then-current unamortized net book market value. In the case of IBM Machines that IBM is leasing and using primarily to perform the Services, IBM agrees to permit Equifax or its designee to either buy-out the lease on the IBM Machines and purchase the IBM Machines from the lessor or assume the lease(s) and secure the release of IBM thereon, subject to the terms of the applicable lease. Equifax shall be responsible for any sales, use or similar taxes associated with such purchase of such IBM Machines or the assumption of such leases. (b) To the extent that IBM is using commercially available IBM proprietary software to perform the Services on the termination or expiration of the Agreement, IBM will grant to the members of the Equifax Group and their Affiliates an irrevocable, nonexclusive, worldwide, perpetual, paida license (which license shall permit a third party designee to use such software solely for Equifax's benefit) to such software (and any related documentation) on IBM's then standard terms and conditions (other than any one-up source and object code license time charges which shall not be required). * Information deleted pursuant to use, execute, operate, reproduce, display, perform, distribute, modify, Develop and personalize, and create Derivative Works from, the IBM Derivative Code, IBM Code, IBM Works and IBM Interfaces as a part of and in connection with the Equifax Business, and the right to sublicense third parties to do any Rule 24b-2 of the foregoing for the members of the Equifax Group. Except as specifically set forth in this SECTION 12.6(b), nothing in this SECTION 12.6(b) grants Equifax any license to any materials from which IBM Derivative Code or IBM Works are derivedExchange Act. (c) IBM will provide to the Equifax Group a source code and an object code license for IBM Software proprietary to IBM and not otherwise owned by or licensed to Equifax * in accordance with SECTION 12.6(b) and not generally commercially available * for use by the Equifax Group as a part of and in connection with the Equifax Business, upon terms and prices to be mutually agreed upon by the Parties (which prices shall not be greater and other terms shall be no less favorable than those then offered to other customers of IBM as described in SECTION 9.11 IBM) or, in the case Equifax / IBM Confidential where no such customers exist, other third parties). At Equifax's option, IBM will recommend a mutually agreeable commercially available substitute, if available, to perform the same function. (d) Subject to SECTION Section 12.6(e), if IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group at the date of expiration or termination of the Agreement or any Transaction Documentthis Agreement, Equifax may elect to take a transfer or an assignment of the license for such software (and any attendant maintenance agreement), subject to the terms of such license, and license reimburse IBM for the initial license or purchase charges for such IBM Software in an amount equal to the remaining unamortized cost of such Software, if any, depreciated over a five (5) year life. Equifax shall also pay any transfer fee or charge imposed by the applicable vendor and not the obligation of IBM hereunder, and subject to Equifax's acceptance of any applicable vendor terms and conditions, such licensed Software shall be transferred or assigned to Equifax. (e) If IBM has licensed or purchased and is using any generally commercially available Software to provide the Services to the Equifax Group and other IBM customers in a shared environment at the date of expiration or termination of the Agreement or any Transaction Documentthis Agreement, IBM, upon request by Equifax, will assist Equifax in obtaining licenses for such Software (and any attendant maintenance agreement) subject to Equifax's payment of any license fee and other charge imposed by the applicable vendor. f) IBM will use commercially reasonable efforts to negotiate license arrangements with third parties that will minimize the amount of license and maintenance agreement transfer and assignment fees to be paid by Equifax. Equifax may participate in the negotiation of such license and maintenance agreement arrangements. IBM shall provide reasonable advance written notice to Equifax of such anticipated negotiations. g) Upon the date of expiration or termination of the Agreement or any Transaction Document for any reason, the Equifax Group shall have the right to make offers of employment to any or all IBM employees performing Services on a substantially full time basis for the Equifax Group hereunder or under such Transaction Document, as applicable ("SERVICE EMPLOYEES"). Promptly after either Party provides the other Party written notice of termination or expiration with the prior consent of each Services Employee (each of whom IBM will notify of Equifax's interest), IBM agrees, subject to the agreement of the Service Employees, to supply Equifax with the names and resumes requested by Equifax for the purpose of exercising its rights under this SECTION 12.6, at no charge. Equifax's rights under this SECTION 12.6 will take precedence over any IBM/employee employment contract or covenant that may otherwise limit an employee's right to accept employment with the Equifax Group. h) Upon Equifax's request, IBM will transfer or assign to Equifax or its designee, on mutually acceptable terms and conditions, any Third Party Agreements not otherwise treated in this SECTION 12.6, applicable solely to services being provided to Equifax, including, without limitation, Third Party Agreements for maintenance, Disaster Recovery Services and other necessary third party services then being used by IBM to perform the Services subject to the payment by Equifax of any transfer fee or charge imposed by the applicable vendors.