Common use of Responsibility for Paying Taxes; Generally Clause in Contracts

Responsibility for Paying Taxes; Generally. (i) Visa shall be responsible for any sales, service, value-added, use, excise, consumption, and any other taxes and duties on the goods or services it purchases, consumes or uses in providing the Services, including taxes imposed on Visa’s acquisition or use of such goods or services and the amount of tax is measured by Visa’s costs in acquiring such goods or services. (ii) Unless JPMC provides Visa with a valid and applicable exemption certificate or as otherwise provided in this Section, JPMC will be responsible for sales, use, excise, services, consumption and other taxes or duties (excluding value added tax) that are assessed on the provision of the Services and for which Visa invoices JPMC before the expiration of the applicable JPMC statutory period for assessment of deficiencies. Visa agrees to indemnify JPMC for any penalties and interest arising from Visa’s failure to collect or remit such tax. (iii) Except when separately identified by Schedule or as otherwise provided in this Section, JPMC will be responsible for value-added taxes that are assessed on the provision of the Services (including the reimbursement of expenses), any particular goods provided to JPMC by Visa, its Affiliates or subcontractors, or the charges for such goods or Services. If a value added tax is later assessed against Visa due to a change in law or otherwise, on the provision of the Services, however levied or assessed, except for assessments levied against the Visa for administrative errors by the Visa (e.g. incorrect calculation of the quantum of VAT due), to the extent Visa may not recover or obtain a credit for such tax, both Parties will negotiate in good faith and agree on a commercial resolution to this issue to their mutual satisfaction. Failing an agreement between the Parties on such adjustment, JPMC reserves the right to terminate the affected Schedules in accordance with Section 6.2 of the Master Agreement (Termination for Convenience). (iv) When Services are specifically identified in the Schedule as being subject to value-added taxes, Visa will be responsible for levying such taxes on the provision of the Services and JPMC will be responsible for paying those taxes in addition to the consideration payable. (v) Any taxes assessed, as determined by JPMC, on the provision of the Services resulting from Visa relocating or rerouting the delivery of Services for Visa's convenience to, from or through a location other than the location approved by JPMC as of the effective date of the applicable Schedule, shall be paid by JPMC and JPMC shall receive a credit with respect to the fees invoiced thereunder equal to the payments made pursuant to this Subsection 7.1(a)(v). (b) JPMC may deduct withholding taxes, if any, from payments to Visa where required under applicable law. JPMC shall, at Visa's written request, provide Visa with appropriate receipts for any taxes so withheld to the extent that JPMC has received such receipts from the applicable taxing authority. (c) Each of JPMC and Visa (for itself and its subcontractors) shall bear sole responsibility for all taxes, assessments and other real property related levies on its owned or leased real property, personal property (including software), franchise and privilege taxes on its business, and taxes based on its net income or gross receipts. Visa’s employees shall not be considered employees of JPMC by reason of their provision of Services under this contract and Visa shall bear sole responsibility for all payroll and employment taxes relating to its employees.

Responsibility for Paying Taxes; Generally. (i) Visa Supplier shall be responsible for any sales, service, value-added, use, excise, consumption, and any other taxes and duties on the goods or services it purchases, consumes or uses in providing the Services, including taxes imposed on Visa’s Supplier's acquisition or use of such goods or services and the amount of tax is measured by Visa’s Supplier's costs in acquiring such goods or services. (ii) Unless JPMC provides Visa Supplier with a valid and applicable exemption certificate or as otherwise provided in this Section, JPMC will be responsible for sales, use, excise, services, consumption and other taxes or duties (excluding value added tax) that are assessed on the provision of the Services and for which Visa Supplier invoices JPMC before the expiration of the applicable JPMC statutory period for assessment of deficiencies. Visa Supplier agrees to indemnify JPMC for any penalties and interest arising from Visa’s Supplier's failure to collect or remit such tax. (iii) Except when separately identified by Schedule Task Order (per clause 9.1 (a)(iv)) or as otherwise provided in this Section, JPMC JPMorgan Chase Bank NY will be responsible for value-added taxes that are assessed on the provision of the Services (including the reimbursement of expenses), any particular goods provided to JPMC by VisaSupplier, its Affiliates or subcontractors, or the charges for such goods or Services. If a value added tax is later assessed against Visa Supplier due to a change in law or otherwise, on the provision of the Services, however levied or assessed, except for assessments levied against the Visa Supplier for administrative errors by the Visa Supplier (e.g. incorrect calculation of the quantum of VAT due), to the extent Visa Supplier may not recover or obtain a credit for such tax, both Parties parties will negotiate in good faith and agree on a commercial resolution to this issue to their mutual satisfaction. Failing an agreement between the Parties on such adjustment, JPMC reserves the right to terminate the affected Schedules Task Orders in accordance with Section 6.2 of the Master Agreement (Termination for Convenience)16.2. (iv) When Services are specifically identified in the Schedule Task Order as being subject liable to value-added taxes, Visa Supplier will be responsible for levying such taxes on the provision of the Services and JPMC will be responsible for paying those said taxes in addition to the consideration payable. (v) Any taxes assessed, as determined by JPMC, on the provision of the Services resulting from Visa Supplier relocating or rerouting the delivery of Services for VisaSupplier's convenience to, from or through a location other than the location approved by JPMC as of the effective date Effective Date of the applicable ScheduleTask Order, shall be paid by JPMC and JPMC shall receive a credit with respect to the fees invoiced thereunder equal to the payments made pursuant to this Subsection 7.1(a)(v9.1 (a)(v). (b) JPMC may deduct withholding taxes, if any, from payments to Visa Supplier where required under applicable law. JPMC shall, at VisaSupplier's written request, provide Visa Supplier PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. with appropriate receipts for any taxes so withheld to the extent that JPMC has received such receipts from the applicable taxing authority. (c) Each of JPMC and Visa Supplier (for itself and its subcontractors) shall bear sole responsibility for all taxes, assessments and other real property related levies on its owned or leased real property, personal property (including software), franchise and privilege taxes on its business, and taxes based on its net income or gross receipts. Visa’s Supplier's employees shall not be considered employees of JPMC by reason of their provision of Services under this contract and Visa Supplier shall bear sole responsibility for all payroll and employment taxes relating to its employees.