Common use of PRICING, BILLING AND PAYMENT Clause in Contracts

PRICING, BILLING AND PAYMENT. 3.1 With respect to each Service, Service Recipient shall pay to Service Provider those amounts determined in accordance with the rates and charges, including any set-up or one-time costs, set forth in the Schedule for such Service, and in addition, Service Recipient shall pay Service Provider all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services, including air fare (coach class), lodging, meals, mileage, parking and ground transportation, in each case in accordance with Service Provider’s standard policies with respect to such incidental costs and expenses (collectively, the “Service Fees”). Service Fees for Migration Services shall be at the rate of $200 per hour, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Migration Services. 3.2 Service Fees (if any) for Omitted Services and Additional Services shall be developed in good faith by the Parties pursuant to the following guidelines: (a) with respect to internal resources of Service Provider or its Affiliates used in delivering the Service, together with any third-party products or services used or consumed in the ordinary course of delivering the Service that are not pass-through costs or reimbursable expenses, Service Fees shall be based on a good faith allocation of Service Provider’s centralized costs associated with the Service consistent with Service Provider’s recent historical practices over the Reference Period for allocating such costs among its lines of business, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services; and (b) with respect to any Services provided by third-party service providers, Service Fees shall be based on the reasonable and documented actual cost paid by Service Provider to the third-party service provider for the products or services furnished by the third-party service provider for the benefit of Service Recipient, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services. 3.3 In the event that any Service is terminated by Service Recipient in accordance with Section 12.3, the Service Fees shall automatically be adjusted downward (by the associated fee for such Service set forth on the respective Schedule from and after the first day of the month following termination of such Service). To the extent that such Service is provided to Service Provider by a third-party service provider, Service Provider may at any time increase the charges for any Service upon written notice to Service Recipient provided such increase is only to the extent of the amount of increase charged by such third-party service provider. 3.4 Not later than twenty-one (21) days after the last day of each calendar month, Service Provider shall provide to Service Recipient an itemized invoice for the preceding month’s Service Fees. The amount stated in such invoice (to the extent such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.10) shall be paid by Service Recipient in full within thirty (30) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth (30th) day is not a Business Day) through payment to an account designated by Service Provider. To protect confidential or competitively sensitive information, Service Provider may aggregate the Service Fees with respect to some or all of the Services included in such invoice; provided, that Service Provider shall, and shall cause its Affiliates to, cooperate and provide such information as reasonably requested by Service Recipient and provide such back-up therefor as reasonably requested by Service Recipient in connection therewith to the extent reasonably required to permit Service Recipient and its Representatives to review and evaluate the amounts set forth in such invoice and verify such amounts. If any such review reveals any overpayment by Service Recipient, Service Provider shall promptly refund the amount of such overpayment to Service Recipient (including any interest accrued daily on such overpayment at an annual interest rate equal to 6% and reimburse, to the extent any such review reveals an overpayment of 10% or more, Service Recipient for its reasonable and documented out-of-pocket costs and expenses incurred in connection with such review. Any dispute regarding overpayment shall be resolved by engaging KPMG LLP to arbitrate and resolve such dispute, which shall be resolved in accordance with the processes and procedures set forth in Section 5.2(c) of the Contribution and Distribution Agreement. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of IP or the Spinco, and in such event references herein to KPMG LLP shall be deemed to refer to such replacement accounting firm.

PRICING, BILLING AND PAYMENT. 3.1 With respect 3.1. The Services will be charged to each Service, and payable by the Service Recipient shall pay to Service Provider those amounts determined in accordance with the rates and chargesSchedules hereto, including any set-up as applicable, or one-time costsas otherwise specified in this Agreement, set forth in the Schedule for such Service, and in addition, Service Recipient shall pay Service Provider all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services, including air fare (coach class), lodging, meals, mileage, parking and ground transportation, in each case in accordance with Service Provider’s standard policies with respect to such incidental costs and expenses (collectively, the “Service Fees”). Service Fees for Migration Services shall be at the rate of $200 per hour, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Migration Services. 3.2 Service Fees (if any) for Omitted Services and Additional Services shall be developed in good faith by the Parties pursuant to the following guidelines: (a) with respect to internal resources of Service Provider or its Affiliates used in delivering the Service, together with any third-party products or services used or consumed in the ordinary course of delivering the Service that are not pass-through costs or reimbursable expenses, Service Fees shall be based on a good faith allocation of Service Provider’s centralized costs associated with the Service consistent with Service Provider’s recent historical practices over the Reference Period for allocating such costs among its lines of business, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services; and (b) with respect to any Services provided by third-party service providers, Service Fees which amounts shall be based on the reasonable and documented actual Service Provider’s fully allocated cost paid by Service Provider to including the fees of any third-party service provider provider, in each case for services requiring a similar skill set used in Seller’s 2007 fiscal year. The Service Provider represents that the aggregate fully allocated costs for the products or services furnished by Services specified on the third-party service provider Schedules hereto do not exceed the aggregate fully allocated costs for the benefit of Service Recipient, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider same services provided to the Business in providing the ServicesSeller’s 2007 fiscal year. 3.3 In 3.2. On or prior to the event that any Service twenty-first (21st) day of each calendar month (or if such day is terminated by Service Recipient in accordance with Section 12.3not a Business Day, the next succeeding Business Day), the Service Fees Provider shall automatically be adjusted downward (by provide the associated fee Service Recipient with an invoice representing the estimated total charges for Services for such Service set forth calendar month (the “Monthly Estimated Charge”), which invoice shall be payable on the respective Schedule from and after the first day of the next-following calendar month following termination of (or if such Serviceday is not a Business Day, the next succeeding Business Day). To the extent that such Service is provided to Service Provider by a third-party service provider, Service Provider may at any time increase the charges for any Service upon written notice to Service Recipient provided such increase is only to the extent of the amount of increase charged by such third-party service provider. 3.4 Not No later than twenty-one (21) days after the last day of each calendar monthSeller fiscal quarter (a “Reference Quarter”), the Service Provider shall provide to the Service Recipient an itemized invoice for the preceding monthReference Quarter’s Services (the “Quarterly Actual Charges”), which shall include (i) the Services provided by the Service FeesProvider to the Service Receivers for such Reference Quarter, (ii) the charges for such Services and (iii) a list of the costs and expenses incurred by the Service Provider for such Reference Quarter that are subject to reimbursement in accordance with the Schedules attached hereto. The If the amount stated in such invoice (to less the extent Monthly Estimated Charges for the relevant Reference Quarter are greater than zero, such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.10) shall be paid by the Service Recipient in full within thirty forty-five (3045) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth (30th) day is not a Business Day) through payment invoices being issued to an account designated by the Service Provider. To protect confidential Provider and if less than zero, the Monthly Estimated Charge issued in the next succeeding Seller fiscal month shall be reduced by such amount, or competitively sensitive informationif the Agreement has terminated and no further payments are due, Service Recipient shall promptly pay to Service Provider may aggregate such amount. 3.3. The cost of each Service is a monthly cost, and the full monthly cost of each Service (applying the volume level, if applicable, of such Service at the beginning of a Seller fiscal month) shall apply in respect of such Service until such Service is terminated in its entirety. 3.4. One time set up charges consistent with the principles set forth on Annex A hereto (“One Time Costs”) incurred by the Service Fees Provider in connection with respect to some or all of the Services included in such invoice; provided, that set-up services identified on the Schedules hereto shall be shared by the Parties on a 50/50 basis. Additional One Time Costs incurred by the Service Provider shall, and shall cause its Affiliates to, cooperate and provide such information as reasonably requested or incurred by Service Recipient and provide such back-up therefor as reasonably requested by Service Recipient in connection therewith to the extent reasonably required to permit Service Recipient and its Representatives to review and evaluate the amounts set forth in such invoice and verify such amounts. If any such review reveals any overpayment by Service Recipient, Service Provider in each case which are mutually agreed to by the Parties, shall promptly refund also be shared by the amount Parties on a 50/50 basis regardless of such overpayment to Service Recipient (including any interest accrued daily on such overpayment at an annual interest rate equal to 6% and reimburse, which Party incurred the cost. Each Party shall periodically deliver to the extent any such review reveals an overpayment other notice of 10% or moreOne Time Costs incurred to date. At the time of delivery of the first Monthly Estimated Charge invoice, Service Recipient for its reasonable and documented out-of-pocket costs and expenses incurred in connection with such review. Any dispute regarding overpayment shall be resolved by engaging KPMG LLP to arbitrate and resolve such dispute, which shall be resolved in accordance with the processes and procedures set forth as specified in Section 5.2(c) 3.2, the end of each Reference Quarter and on termination of the Contribution and Distribution Agreement, each Party will deliver an invoice to the other. If KPMG LLP is unable or unwilling to act as arbitratorTo the extent one Party’s actual incurred One Time Costs exceed 50% of the aggregate One Time Costs, a nationally recognized accounting firm the other Party shall be selected by lot from among reimburse such Party so that each Party bears 50% of the remaining nationally recognized firms which are not the regular independent auditor firm of IP or the Spinco, and in such event references herein to KPMG LLP shall be deemed to refer to such replacement accounting firmaggregate.

PRICING, BILLING AND PAYMENT. 3.1 With respect to each Service, Service Recipient shall pay to Service Provider those amounts determined in accordance with the rates and charges, including any set-up or one-time costs, set forth in the Schedule for such Service, and in addition, Service Recipient shall pay Service Provider all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services, including air fare airfare (coach class), lodging, meals, mileage, parking and ground transportation, in each case in accordance with Service Provider’s standard policies with respect to such incidental costs and expenses (collectively, the “Service Fees”). Service Fees for Migration Services shall be at the rate of $200 per hour, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Migration Services. 3.2 Service Fees (if any) for Omitted Services and Additional Services shall be developed in good faith by the Parties pursuant to the following guidelines: (a) with respect to internal resources of Service Provider or its Affiliates used in delivering the Service, together with any third-party products or services used or consumed in the ordinary course of delivering the Service that are not pass-through costs or reimbursable expenses, Service Fees shall be based on a good faith allocation of Service Provider’s centralized costs associated with the Service consistent with Service Provider’s recent historical practices over the Reference Period for allocating such costs among its lines of business, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services; and (b) with respect to any Services provided by third-party service providers, Service Fees shall be based on the reasonable and documented actual cost paid by Service Provider to the third-party service provider for the products or services furnished by the third-party service provider for the benefit of Service Recipient, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services. 3.3 In the event that any Service is terminated by Service Recipient in accordance with Section 12.3, the Service Fees shall automatically be adjusted downward (by the associated fee for such Service set forth on the respective Schedule from and after the first day of the month following termination of such Service). To the extent that such Service is provided to Service Provider by a third-party service provider, Service Provider may at any time increase the charges for any Service upon written notice to Service Recipient provided such increase is only to the extent of the amount of increase charged by such third-party service provider. 3.4 Not later than twenty-one (21) days after the last day of each calendar month, Service Provider shall provide to Service Recipient an itemized invoice for the preceding month’s Service Fees. The amount stated in such invoice (to the extent such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.10) shall be paid by Service Recipient in full within thirty (30) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth (30th) day is not a Business Day) through payment to an account designated by Service Provider. To protect confidential or competitively sensitive information, Service Provider may aggregate the Service Fees with respect to some or all of the Services included in such invoice; provided, provided that Service Provider shall, and shall cause its Affiliates to, cooperate and provide such information as reasonably requested by Service Recipient and provide such back-up therefor as reasonably requested by Service Recipient in connection therewith to the extent reasonably required to permit Service Recipient and its Representatives to review and evaluate the amounts set forth in such invoice and verify such amounts. If any such review reveals any overpayment by Service Recipient, Service Provider shall promptly refund the amount of such overpayment to Service Recipient (including any interest accrued daily on such overpayment at an annual interest rate equal to 6% %) and reimburse, to the extent any such review reveals an overpayment of 10% or more, Service Recipient for its reasonable and documented out-of-pocket costs and expenses incurred in connection with such review. Any dispute regarding overpayment shall be resolved by engaging KPMG PricewaterhouseCoopers LLP to arbitrate and resolve such dispute, which shall be resolved in accordance with the processes and procedures set forth in Section 5.2(c2.4(c) of the Contribution and Distribution Transaction Agreement. If KPMG PricewaterhouseCoopers LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of IP Transferor or the SpincoIssuer, and in such event references herein to KPMG PricewaterhouseCoopers LLP shall be deemed to refer to such replacement accounting firm.

PRICING, BILLING AND PAYMENT. 3.1 With respect to each Service2.1 Except as expressly set forth in this Agreement (including the Schedules hereto), the Service Recipient shall pay to the Service Provider those amounts determined in accordance with a quarterly fee for the rates and charges, Services (including any set-up or one-time costs, Migration Services) as set forth in the on Schedule I for such ServiceServices (collectively, the “Service Fees”), and in addition, Service Recipient shall will pay Service Provider all reasonable third-party costs and fees (to the extent such costs and fees are not expressly included in the Service Fees in the applicable schedule) and incidental out-of-pocket costs and expenses reasonably incurred by Service Provider and its Affiliates in providing the Services, including air fare (coach class), lodging, meals, mileage, parking and ground transportation, in each case in accordance with Service Provider’s standard policies with respect to such incidental out-of-pocket costs and expenses and for which reasonably detailed supporting documentation has been provided (collectivelysuch costs, the fees and expenses “Service FeesReimbursable Costs”). Notwithstanding the foregoing, the incremental cost to obtain any Required Licenses (defined below) shall be borne by the Service Provider (excluding, for clarity, the underlying fees and Reimbursable Costs in connection with such Services, which shall be borne by Service Recipient as provided for herein). Service Provider shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, and the withholding and payment of applicable Taxes relating to employees of Service Provider. Unless otherwise provided in the particular Schedule I with respect to a Service, the Service Fees for Migration Services shall any partial quarter of the Term for such Service will be at the rate of $200 per hour, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Migration Services. 3.2 Service Fees (if any) for Omitted Services and Additional Services shall be developed in good faith by the Parties pursuant to the following guidelines: (a) with respect to internal resources of Service Provider or its Affiliates used in delivering the Service, together with any third-party products or services used or consumed in the ordinary course of delivering the Service that are not pass-through costs or reimbursable expenses, Service Fees shall be based on a good faith allocation of Service Provider’s centralized costs associated with the Service consistent with Service Provider’s recent historical practices over the Reference Period for allocating such costs among its lines of business, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services; and (b) with respect to any Services provided by third-party service providers, Service Fees shall be prorated based on the reasonable and documented actual cost paid by number of days that the Service Provider was actually provided or made available during such quarter. For clarity, to the third-extent that Service Recipient has historically been billed directly in connection with any third party service provider for the products or services furnished by the third-party service provider for the benefit of costs related to such Services, Service Recipient, plus all reasonable incidental costs Recipient shall continue to be so billed and expenses reasonably incurred by Service Provider in providing the Servicesshall continue to bear such costs. 3.3 2.2 In the event that any Service is terminated by Service Recipient in accordance with Section 12.39.3, the Service Fees shall will automatically be adjusted downward (by the associated fee for such Service set forth on the respective Schedule from and after the first day of the month quarter following termination of such Service). To the extent that such Service is provided , subject to Service Provider by a third-party service provider, Service Provider may at any time increase the charges for any Service upon written notice to Service Recipient provided such increase is only to the extent of the amount of increase charged by such third-party service providerSection 9.3. 3.4 2.3 Not later than twenty-one fifteen (2115) days after the last day of each calendar monthquarter, Service Provider shall will provide to Service Recipient an itemized invoice for the preceding monthquarter’s Service FeesFees and Reimbursable Costs. The undisputed amount stated in such invoice (to the extent such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.10) shall will be paid by Service Recipient in full within thirty (30) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth (30th) day is not a Business Day) through payment by wire transfer of immediately available funds to an account designated by Service Provider. To protect confidential or competitively sensitive informationService Recipient may object to any amounts invoiced hereunder at any time by providing written notice in reasonable detail of such objection within thirty (30) days of receipt of the applicable invoice. If Service Recipient objects in good faith to any amounts being due, Service Provider may aggregate Recipient will not be required to pay such disputed amounts unless and until the dispute is resolved. Upon the resolution of such dispute, the Parties agree to pay or reimburse any amounts due to the other Party within thirty (30) days of the resolution of the dispute. 2.4 Service Recipient will have the right to audit the amount of such Service Fees with respect to some or all of the Services included in such invoice; providedand Reimbursable Costs, that Service Provider shall, and shall cause its Affiliates to, cooperate and provide such information as reasonably requested which audit will be conducted by an independent third party designated by Service Recipient and provide such back-up therefor as reasonably requested by acceptable to Service Recipient in connection therewith to the extent reasonably required to permit Service Recipient and its Representatives to review and evaluate the amounts set forth in such invoice and verify such amountsProvider. If any such review audit reveals any overpayment by Service Recipient, Service Provider shall promptly will refund the amount of such overpayment to Service Recipient within thirty (including any interest accrued daily on 30) days of Service Provider’s receipt of notice of such overpayment, unless Service Provider objects in good faith to such determination (in which case Section 11.3 shall apply). If overpayment at an annual interest rate equal to 6% and reimburse, to the extent any such review reveals an overpayment of is more than 10% or moreof the aggregate Service Fees paid by Service Recipient, Service Provider will reimburse Service Recipient for its all costs reasonably incurred by Service Recipient in performing the audit uncovering such overpayment. 2.5 All payments due to Service Provider pursuant to the terms of this Agreement will be exclusive of any sales or use tax, which will be payable by Service Recipient. Late payments to Service Provider shall bear interest at the lesser of 8% per annum or the maximum rate allowed by law. 2.6 Without limiting Service Provider’s obligations with respect to payment of incremental costs of obtaining Required Licenses under Section 2.1, Service Provider will use commercially reasonable and documented out-of-pocket costs and expenses incurred efforts to obtain any consents or licenses required in connection with the provision of, or in order for Service Provider to provide, the Services hereunder (collectively, the “Required Licenses”). Service Recipient hereby agrees to provide reasonable cooperation in obtaining all Required Licenses. If Service Provider is unable to secure a Required License using its commercially reasonable efforts, then, Service Provider will provide, and the Parties will work together in connection with Service Provider’s provision of, such review. Any dispute regarding overpayment shall be resolved Services through a commercially reasonable alternative arrangement with respect thereto. 2.7 With respect to any Service Fees that accrue or are incurred by engaging KPMG LLP to arbitrate and resolve such disputeService Provider or its Affiliates during the Transition Period but that are not billed by Service Provider in a quarterly invoice, or of which shall be resolved in accordance with Service Provider does not become aware until after the processes and procedures Transition Period, Service Provider will set forth such fees in Section 5.2(c) an invoice or invoices submitted to Service Recipient following the end of the Contribution and Distribution Agreement. If KPMG LLP is unable or unwilling to act as arbitratorTransition Period (each, a nationally recognized accounting firm shall be selected by lot from among “Post-Term Invoice”), provided such invoice is submitted no later than forty-five (45) days following the remaining nationally recognized firms which are not end of the regular independent auditor firm Transition Period. Service Recipient will remit payment under any such Post-Term Invoice to Service Provider within thirty (30) days after its receipt of IP or the Spinco, and in such event references herein to KPMG LLP shall be deemed to refer to such replacement accounting firminvoice.

PRICING, BILLING AND PAYMENT. 3.1 With respect to each Serviceany Services provided hereunder, prior to the provision thereof, Service Recipient and Service Provider shall mutually agree upon, in writing, the amounts to be paid by Service Recipient to Service Provider for such Services and whether such Services may be provided by a third party and (a) Service Recipient shall pay such mutually agreed upon amounts to Service Provider those amounts determined in accordance with the rates Section 3.2 and charges, including any set-up or one-time costs, set forth in the Schedule for such Service, and in addition, (b) Service Recipient shall pay reimburse Service Provider for all reasonable incidental out-of-pocket costs and expenses reasonably incurred by Service Provider in providing the such Services, including air fare (coach class), lodging, meals, mileage, parking and ground transportationtransportation (the amounts described in clauses (a) and (b) above, in each case in accordance with Service Provider’s standard policies with respect to such incidental costs and expenses (collectively, the “Service Fees”). Service Fees for Migration Services shall be at the rate of $200 per hour, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Migration Services. 3.2 Service Fees (if any) for Omitted the Services and Additional Services provided hereunder shall be developed determined in good faith by the Parties pursuant to the following guidelinesParties, as follows: (a) with respect to internal resources of Service Provider or its Affiliates used in delivering the ServiceServices, together with any third-party products or services used or consumed in the ordinary course of delivering the Service Services that are not pass-through costs or reimbursable expenses, Service Fees shall be based on a good faith allocation of Service Provider’s centralized costs associated with the Service applicable Services, consistent with Service Provider’s recent historical practices over the Reference Period for allocating such costs among its lines of business, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services; and (b) with respect to any Services provided by third-party service providers, Service Fees shall be based on the reasonable and documented actual cost paid by Service Provider to the third-party service provider for the products or services furnished by the third-party service provider for the benefit of Service Recipient, plus all reasonable incidental out-of-pocket costs and expenses reasonably incurred by Service Provider in providing the Services. 3.3 In the event that any Service is terminated by Service Recipient in accordance with Section 12.3, the Service Fees shall automatically be adjusted downward (by the associated fee for such Service set forth on the respective Schedule from and after the first day of the month following termination of such Service). To the extent that such any Service is provided to Service Provider by a third-party service provider, Service Provider may at any time increase the charges for any Service upon written notice to Service Recipient Recipient, provided such increase is only to the extent of the amount of increase charged by such third-party service provider. 3.4 Not later than twenty-one (21) days after the last day of each calendar month, Service Provider shall provide to Service Recipient an itemized invoice for the preceding month’s Service Fees, if any. The amount stated in such invoice (to the extent such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.103.8) shall be paid by Service Recipient in full within thirty forty-five (3045) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth forty fifth (30th45th) day is not a Business Day) through payment to an account designated by Service Provider. To protect confidential or competitively sensitive information. 3.5 Without prejudice to Service Provider’s other rights and remedies, in the event any sum due (other than those subject to dispute in good faith) to Service Provider may aggregate the Service Fees with respect to some or all of the Services included in such invoice; provided, that Service Provider shall, and shall cause its Affiliates to, cooperate and provide such information as reasonably requested by Service Recipient and provide such back-up therefor as reasonably requested by Service Recipient in connection therewith pursuant to the extent reasonably required to permit Service Recipient and its Representatives to review and evaluate terms of this Agreement remains unpaid thirty (30) Business Days after the amounts set forth in such invoice and verify such amounts. If any such review reveals any overpayment by Service Recipientapplicable due date, Service Provider interest shall promptly refund accrue daily, from the amount due date until the date of such overpayment to Service Recipient (including any interest accrued daily on such overpayment actual payment, at an annual interest rate equal to 6% and reimburse, %. 3.6 All payments due to Service Provider pursuant to the extent any such review reveals an overpayment terms of 10% or more, Service Recipient for its reasonable and documented out-of-pocket costs and expenses incurred in connection with such review. Any dispute regarding overpayment this Agreement shall be resolved by engaging KPMG LLP exclusive of any sales, service, value-added or other similar tax or levy imposed upon the Services provided pursuant to arbitrate this Agreement (“Sales and resolve such disputeService Taxes”), which shall be resolved payable by Service Recipient unless (for the avoidance of doubt) the applicable Law provides that the relevant Sales and Service Taxes are levied directly on the Service Provider, in which case Service Provider will pay the relevant Sales and Service Tax directly to the taxing authority in accordance with applicable Law and Service Recipient shall reimburse Service Provider for such relevant Sales and Services Taxes. In connection with the processes and procedures set forth in Section 5.2(c) of the Contribution and Distribution Services provided pursuant to this Agreement. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm each Party shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of IP or the Spincoresponsible for, and in such event references herein shall withhold or pay or both (or cause to KPMG LLP be withheld or paid or both), as may be required by Law, all taxes pertaining to the employment of its personnel, agents, servants or designees. Each of Service Provider and Service Recipient shall pay and be responsible for their own taxes based on their own income or profits or assets. 3.7 Payments for Services or other amounts due under this Agreement shall be deemed made net of withholding taxes; provided, however, that if Service Provider reasonably believes that a reduced rate of withholding tax applies or Service Provider is exempt from withholding tax, Service Provider shall provide Service Recipient with appropriate and customary documentation to refer Service Recipient that Service Provider qualifies for a reduction to or exemption from withholding under applicable Law. 3.8 In connection with Section 3.4, in the event of an invoice dispute of which Service Recipient is aware, Service Recipient shall deliver a written statement to Service Provider no later than ten (10) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The Parties shall use their commercially reasonable efforts to resolve all such replacement accounting firmother disputes expeditiously and in good faith with Service Provider continuing to perform the Services in accordance with this Agreement pending resolution of any dispute.