Common use of Services Transfer Assistance Clause in Contracts

Services Transfer Assistance. (a) PROVIDER shall cooperate with CUSTOMER to assist in the orderly transfer of the Services to CUSTOMER itself or its designee (including another services provider) in connection with the expiration, non-renewal or earlier termination of the Agreement and/or each PSA for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination of the Agreement or any PSA and continuing for the periods described in this Agreement. PROVIDER shall provide the Services Transfer Assistance even in the event of CUSTOMER’s material breach (other than an uncured payment default) of this Agreement or any PSA. (c) If any Services Transfer Assistance provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such usage at the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAs. If the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER would not otherwise incur in the performance of the Services under the Agreement and applicable PSAs, then PROVIDER shall notify CUSTOMER of the identity and scope of the activities requiring that PROVIDER incur such costs and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorization, PROVIDER shall perform the assistance and invoice CUSTOMER for such charges. CUSTOMER shall bear all costs agreed in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designee.

Services Transfer Assistance. (a) PROVIDER shall cooperate with CUSTOMER to assist in the orderly transfer of the Services to CUSTOMER itself or its designee (including another services provider) in connection with the expiration, non-renewal or earlier termination of the Agreement and/or each PSA for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) . Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination of the Agreement or any PSA and continuing for the periods described in this Agreement. PROVIDER shall provide the Services Transfer Assistance even in the event of CUSTOMER’s material breach (other than an uncured payment default) of this Agreement or any PSA. (c) . If any Services Transfer Assistance provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such usage at the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAs. If the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER would not otherwise incur in the performance of the Services under the Agreement and applicable PSAs, then PROVIDER shall notify CUSTOMER of the identity and scope of the activities requiring that PROVIDER incur such costs and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorization, PROVIDER shall perform the assistance and invoice CUSTOMER for such charges. CUSTOMER shall bear all costs agreed in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designee.

Services Transfer Assistance. (a) PROVIDER shall It is the intent of the Parties that ISSC will cooperate with CUSTOMER CHMS to assist in the orderly transfer of the Services services, functions, responsibilities, tasks and operations provided by ISSC hereunder to CUSTOMER CHMS itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of this Agreement. Upon CHMS's request ISSC shall provide transfer assistance in connection with migrating the Agreement and/or each PSA for any reason, however described, work of CHMS to CHMS itself or exercise of the Carve-Out Option. The Services include “another services provider ("Services Transfer Assistance,” ") commencing six (6) months prior to expiration or upon any notice of termination, or of non-renewal of this Agreement. In the event CHMS shall fail to pay any amounts when due and payable under this Agreement with or without an attendant termination for cause by ISSC, ISSC shall not be required to provide Services Transfer Assistance unless CHMS prepays the Annual Service Charge, if any, and a reasonable projection of other charges due under this Agreement for the entire period CHMS requests Services Transfer Assistance. In no event will CHMS's escrow of monies pursuant to Section 7.6 be considered a failure by CHMS to pay amounts due and payable hereunder. Further, ISSC shall provide the Services Transfer Assistance in accordance with this Section 10.8 even in the event of CHMS's material breach (other than a payment default) with or without an attendant termination for cause by ISSC, if CHMS prepays a reasonable projection of the Out-of-Pocket Expenses for the Services Transfer Assistance for the entire period CHMS desires ISSC to provide such services to CHMS or its designees. Notwithstanding the provisions of Sections 10.8(a) and (b), if ISSC terminates this Agreement for cause or CHMS terminates this Agreement for convenience, CHMS will pay the then current standard hourly rates of ISSC, discounted by fifteen percent (15%), in each instance in which includes CHMS is to be charged the Out-of-Pocket Expenses of ISSC in connection with the Services Transfer Assistance services of ISSC under this Agreement. Services Transfer Assistance shall be provided through the effective date of expiration or termination of the Services, and upon request by CHMS, for up to one hundred eighty (180) days thereafter. Services Transfer Assistance shall include, but not be limited to, providing CUSTOMER CHMS and its designees Affiliates and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination of the Agreement or any PSA and continuing for the periods described in this Agreement. PROVIDER shall provide the Services Transfer Assistance even in the event of CUSTOMER’s material breach (other than an uncured payment default) of this Agreement or any PSA.Schedule N. (cb) If any Services Transfer Assistance provided by PROVIDER ISSC requires the utilization of additional resources that PROVIDER ISSC would not otherwise use in the performance of the Services, this Agreement but for which there is a charging methodology provided for in the Agreement or such PSAscurrent Resource Baseline, CUSTOMER CHMS will pay PROVIDER ISSC for such usage at the then-current applicable Charges Agreement charges and in the manner set forth in the Agreement and/or applicable PSAsthis Agreement. If the Services Transfer Assistance requires PROVIDER ISSC to incur costs Out-of-Pocket Expenses that PROVIDER ISSC would not otherwise incur in the performance of this Agreement (such as providing Services Transfer Assistance after the Services under the Agreement and applicable PSAsexpiration or termination of this Agreement), then PROVIDER ISSC shall notify CUSTOMER CHMS of the identity and scope of the activities requiring that PROVIDER ISSC incur such costs expense and the projected amount of the charges that will be payable by CUSTOMER for Out-of-Pocket Expenses associated with the performance of such assistanceactivities. Upon CUSTOMER’s prior CHMS's authorization, PROVIDER ISSC shall perform the assistance activities and invoice CUSTOMER CHMS for the associated Out-of-Pocket Expenses. Within thirty (30) business days after the date of the invoice, CHMS shall pay ISSC for authorized, January 4, 1996 Agreement - Execution Document Page 34 of 53 41 additional Out-of-Pocket Expenses incurred to provide such additional services to perform the authorized activities. c) If CHMS exercises its option to prepay the Annual Service Charges and other costs reasonably projected by ISSC for Services Transfer Assistance and it is determined that such prepayment is in excess of the actual costs associated with the Services Transfer Assistance, then ISSC shall apply such overpayment to monies otherwise due ISSC or, if no monies are due ISSC, promptly refund such overpayment to CHMS at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by CHMS to ISSC for Services Transfer Assistance does not fully reimburse ISSC for the actual Annual Service Charges due and Out-of-Pocket Expenses incurred by ISSC for the provision of Services Transfer Assistance to CHMS, then ISSC shall invoice CHMS and CHMS shall pay ISSC for such charges. CUSTOMER shall bear all costs agreed in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designeeadditional amounts as incurred.

Services Transfer Assistance. (a) PROVIDER shall The Parties agree that IBM will cooperate with CUSTOMER the Equifax Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services provided by IBM and its Affiliates hereunder to CUSTOMER one or more members of the Equifax Group itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of the this Agreement and/or each PSA for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer Term of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the this Agreement nor the term of any PSA shall not be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) . Upon CUSTOMER’s request, PROVIDER Equifax's request IBM or its Affiliate shall provide transfer assistance in connection with migrating the work of the Equifax Group to the Equifax Group itself or another services provider ("Services Transfer Assistance Assistance") commencing up to one (1) year prior to expiration or termination upon any notice of the Agreement termination, or any PSA and continuing for the periods described in of non-renewal of this Agreement. PROVIDER In the event Equifax repeatedly fails to pay any amounts when due and payable under this Agreement within two (2) years of the start of Services Transfer Assistance, with or without an attendant termination for cause by IBM, IBM shall not be required to provide Services Transfer Assistance unless Equifax prepays the applicable total monthly charges due under Schedule C (Charges) for the entire duration of Services Transfer Assistance, if any, and a reasonable projection of other charges due for the entire period Equifax requests Services Transfer Assistance. In no event will Equifax's holding of or escrow of monies in compliance with Section 8.2 (Disputed Charges/Credits) of Schedule C (Charges) be considered a failure by Equifax to pay amounts due and payable hereunder. Further, IBM shall provide the Services Transfer Assistance in accordance with this Section 12.5 even in the event of CUSTOMER’s Equifax's material breach (other than an uncured payment default) with or without an attendant termination for cause by IBM, if Equifax prepays a reasonable projection of the other charges due under this Agreement (other than the total monthly charges due under Schedule C (Charges), which shall be paid monthly as provided in Schedule C (Charges)) for the Services Transfer Assistance for the entire period Equifax desires IBM to provide such services to the Equifax Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services being terminated, and upon request by Equifax, the effective date of such expiration or termination shall be extended for up to one (1) year thereafter pursuant to the terms and conditions of this Agreement and such period shall be considered an extension of the Term, however any such extension shall not affect the payment date or amount of any PSAapplicable Termination Charges, which Termination Charges shall be due and payable as of the initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Equifax Group and their respective agents, contractors and consultants, as necessary, with the services described in Schedule O (Services Transfer Assistance). (b) If the provision of any Services Transfer Assistance by IBM would require IBM to perform New Services, the provisions of Section 10.1 (Prices and Charges for New Services) of Schedule C (Charges) shall apply. (c) If any Equifax exercises its option to prepay the monthly charges due under Schedule C (Charges) and other charges reasonably projected by IBM for Services Transfer Assistance provided by PROVIDER requires the utilization of additional resources and it is determined that PROVIDER would not otherwise use such prepayment is in the performance excess of the Services, but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such usage at the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAs. If actual charges associated with the Services Transfer Assistance, then IBM shall apply such overpayment to monies otherwise due IBM or, if no monies are due IBM, promptly refund such overpayment to Equifax at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by Equifax to IBM for Services Transfer Assistance requires PROVIDER does not fully reimburse IBM for the actual charges due under Schedule C (Charges) for the provision of Services Transfer Assistance to incur costs that PROVIDER would not otherwise incur Equifax, then IBM shall invoice Equifax and Equifax shall promptly pay IBM for such additional amounts as incurred and invoiced to Equifax. (d) In the process of evaluating whether to undertake or allow termination, expiration or renewal of this Agreement, Equifax may consider obtaining, or determine to obtain, offers for performance of services similar to the Services following termination, expiration or renewal of this Agreement. As and when reasonably requested by Equifax for use in the such a process, IBM shall provide to Equifax such information and other cooperation regarding performance of the Services under the Agreement and applicable PSAsas would be reasonably necessary for a third party to prepare an informed, then PROVIDER shall notify CUSTOMER of the identity and scope of the activities requiring that PROVIDER incur such costs and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorization, PROVIDER shall perform the assistance and invoice CUSTOMER non-qualified offer for such chargesservices. CUSTOMER The types of information and level of cooperation to be provided by IBM pursuant to this Section 12.3(d) shall bear all costs agreed in advance between the parties and incurred be no less than those initially provided by PROVIDER on account Equifax to IBM prior to commencement of transition/migration of services/processes from PROVIDER to CUSTOMER or its designeethis Agreement.

Services Transfer Assistance. (a) PROVIDER shall It is the intent of the Parties that ISSC will cooperate with CUSTOMER the Flagstar Group to assist in the orderly transfer of the Services services, functions, responsibilities, tasks and operations provided by ISSC hereunder to CUSTOMER Flagstar itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of this Agreement. Upon Flagstar's request ISSC shall provide transfer assistance in connection with migrating the Agreement and/or each PSA for any reason, however described, or exercise work of the Carve-Out Option. The Services include “Flagstar Group to Flagstar itself or another services provider ("Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i") such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination upon any notice of the Agreement termination, or any PSA and continuing for the periods described in of non-renewal of this Agreement. PROVIDER In the event Flagstar shall fail to pay any amounts when due and payable under this Agreement with or without an attendant termination for cause by ISSC, ISSC shall not be required to provide Services Transfer Assistance unless Flagstar prepays the Annual Service Charge, if any, and a reasonable projection of other charges due under this Agreement for the entire period Flagstar requests Services Transfer Assistance. In no event will Flagstar's escrow of monies pursuant to Section 7.6 be considered a failure by Flagstar to pay amounts due and payable hereunder. Further, ISSC shall provide the Services Transfer Assistance in accordance with this Section 10.8 even in the event of CUSTOMER’s Flagstar's material breach (other than an uncured a payment default) with or without an attendant termination for cause by ISSC, if Flagstar prepays a reasonable projection of the other charges due under this Agreement (other than the Annual Services Charge which shall be paid monthly as provided in the Supplement) for the Services Transfer Assistance for the entire period Flagstar desires ISSC to provide such services to the Flagstar Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services, and upon request by Flagstar, the effective date of such expiration or termination shall be extended for up to one (1) year thereafter pursuant to the terms and conditions of this Agreement or any PSA.and such period shall be considered an extension of the Term. Services Transfer Assistance shall include, but not be limited to, providing the Flagstar Group and their respective agents, contractors and consultants, as necessary, with services described in Schedule S. (cb) If any Services Transfer Assistance provided by PROVIDER ISSC requires the utilization of additional resources that PROVIDER ISSC would not otherwise use in the performance of the Services, this Agreement but for which there is a charging methodology provided for in the Agreement or such PSAscurrent Resource Baseline, CUSTOMER Flagstar will pay PROVIDER ISSC for such usage at the then-current applicable Charges Agreement charges and in the manner set forth in the Agreement and/or applicable PSAsthis Agreement. If the Services Transfer Assistance requires PROVIDER ISSC to incur costs that PROVIDER ISSC would not otherwise incur in the performance of the Services under the Agreement and applicable PSAsthis Agreement, then PROVIDER ISSC shall notify CUSTOMER Flagstar of the identity and scope of the activities requiring that PROVIDER ISSC incur such costs and the projected amount of the charges costs that will be payable by CUSTOMER passed through to Flagstar for the performance of such assistance. Upon CUSTOMER’s prior Flagstar's authorization, PROVIDER ISSC shall perform the assistance and invoice CUSTOMER Flagstar for such chargescosts. CUSTOMER Within thirty (30) business days after the date of the invoice, Flagstar shall bear all pay ISSC for authorized, additional costs agreed incurred to provide such assistance to Flagstar. c) If Flagstar exercises its option to prepay the Annual Service Charges and other costs reasonably projected by ISSC for Services Transfer Assistance and it is determined that such prepayment is in advance between excess of the parties actual costs associated with the Services Transfer Assistance, then ISSC shall apply such overpayment to monies otherwise due ISSC or, if no monies are due ISSC, promptly refund such overpayment to Flagstar at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by Flagstar to ISSC for Services Transfer Assistance does not fully reimburse ISSC for the actual Annual Service Charges due and costs incurred by PROVIDER on account ISSC and chargeable to Flagstar hereunder for the provision of transition/migration of services/processes from PROVIDER Services Transfer Assistance to CUSTOMER or its designeeFlagstar, then ISSC shall invoice Flagstar and Flagstar shall promptly pay ISSC for such additional amounts as incurred and invoiced to Flagstar.

Services Transfer Assistance. (a) PROVIDER shall The Parties agree that IBM will cooperate with CUSTOMER the Equifax Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services provided by IBM and its Affiliates hereunder to CUSTOMER one or more members of the Equifax Group itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of the this Agreement and/or each PSA for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer Term of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the this Agreement nor the term of any PSA shall not be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) . Upon CUSTOMEREquifax’s request, PROVIDER request IBM or its Affiliate shall provide transfer assistance in connection with migrating the work of the Equifax Group to the Equifax Group itself or another services provider (“Services Transfer Assistance Assistance”) commencing up to one (1) year prior to expiration or termination upon any notice of the Agreement termination, or any PSA and continuing for the periods described in of non-renewal of this Agreement. PROVIDER In the event Equifax repeatedly fails to pay any amounts when due and payable under this Agreement within two (2) years of the start of Services Transfer Assistance, with or without an attendant termination for cause by IBM, IBM shall not be required to provide Services Transfer Assistance unless Equifax prepays the applicable total monthly charges due under Schedule C (Charges) for the entire duration of Services Transfer Assistance, if any, and a reasonable projection of other charges due for the entire period Equifax requests Services Transfer Assistance. In no event will Equifax’s holding of or escrow of monies in compliance with Section 8.2 (Disputed Charges/Credits) of Schedule C (Charges) be considered a failure by Equifax to pay amounts due and payable hereunder. Further, IBM shall provide the Services Transfer Assistance in accordance with this Section 12.5 even in the event of CUSTOMEREquifax’s material breach (other than an uncured payment default) with or without an attendant termination for cause by IBM, if Equifax prepays a reasonable projection of the other charges due under this Agreement (other than the total monthly charges due under Schedule C (Charges), which shall be paid monthly as provided in Schedule C (Charges)) for the Services Transfer Assistance for the entire period Equifax desires IBM to provide such services to the Equifax Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services being terminated, and upon request by Equifax, the effective date of such expiration or termination shall be extended for up to one (1) year thereafter pursuant to the terms and conditions of this Agreement and such period shall be considered an extension of the Term, however any such extension shall not affect the payment date or amount of any PSAapplicable Termination Charges, which Termination Charges shall be due and payable as of the initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Equifax Group and their respective agents, contractors and consultants, as necessary, with the services described in Schedule O (Services Transfer Assistance). (b) If the provision of any Services Transfer Assistance by IBM would require IBM to perform New Services, the provisions of Section 10.1 (Prices and Charges for New Services) of Schedule C (Charges) shall apply. (c) If any Equifax exercises its option to prepay the monthly charges due under Schedule C (Charges) and other charges reasonably projected by IBM for Services Transfer Assistance provided by PROVIDER requires the utilization of additional resources and it is determined that PROVIDER would not otherwise use such prepayment is in the performance excess of the Services, but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such usage at the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAs. If actual charges associated with the Services Transfer Assistance, then IBM shall apply such overpayment to monies otherwise due IBM or, if no monies are due IBM, promptly refund such overpayment to Equifax at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by Equifax to IBM for Services Transfer Assistance requires PROVIDER does not fully reimburse IBM for the actual charges due under Schedule C (Charges) for the provision of Services Transfer Assistance to incur costs that PROVIDER would not otherwise incur Equifax, then IBM shall invoice Equifax and Equifax shall promptly pay IBM for such additional amounts as incurred and invoiced to Equifax. (d) In the process of evaluating whether to undertake or allow termination, expiration or renewal of this Agreement, Equifax may consider obtaining, or determine to obtain, offers for performance of services similar to the Services following termination, expiration or renewal of this Agreement. As and when reasonably requested by Equifax for use in the such a process, IBM shall provide to Equifax such information and other cooperation regarding performance of the Services under the Agreement and applicable PSAsas would be reasonably necessary for a third party to prepare an informed, then PROVIDER shall notify CUSTOMER of the identity and scope of the activities requiring that PROVIDER incur such costs and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorization, PROVIDER shall perform the assistance and invoice CUSTOMER non-qualified offer for such chargesservices. CUSTOMER The types of information and level of cooperation to be provided by IBM pursuant to this Section 12.3(d) shall bear all costs agreed in advance between the parties and incurred be no less than those initially provided by PROVIDER on account Equifax to IBM prior to commencement of transition/migration of services/processes from PROVIDER to CUSTOMER or its designeethis Agreement.

Services Transfer Assistance. (a) PROVIDER shall The Parties agree that IBM will cooperate with CUSTOMER the Certegy Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under each Transaction Document provided by IBM and its Affiliates hereunder to CUSTOMER one or more members of the Certegy Group itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of the Agreement and/or each PSA Transaction Document for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term Term of the Agreement nor the term of any PSA Transaction Document shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) . Upon CUSTOMER’s request, PROVIDER Certegy's request IBM or its Affiliate shall provide transfer assistance in connection with migrating the work of the Certegy Group to the Certegy Group itself or another services provider ("Services Transfer Assistance Assistance") commencing up to one (1) year prior to expiration or termination upon any notice of termination, or of non-renewal of the Agreement or any PSA Transaction Document. In the event Certegy shall repeatedly fail to pay any amounts when due and continuing payable under the Agreement within two (2) years of the start of Services Transfer Assistance, with or without an attendant termination for cause by IBM, IBM shall not be required to provide Services Transfer Assistance unless Certegy prepays the applicable Monthly Charges for the periods described entire duration of Services Transfer Assistance, if any, applicable to the Transaction Document(s) being terminated and a reasonable projection of other charges due under such Transaction Documents for the entire period Certegy requests Services Transfer Assistance. In no event will Certegy's holding of or escrow of monies in this Agreementcompliance with Section 9.12 be considered a failure by Certegy to pay amounts due and payable hereunder. PROVIDER Further, IBM shall provide the CERTEGY/IBM CONFIDENTIAL Services Transfer Assistance in accordance with this Section 12.5 even in the event of CUSTOMER’s Certegy's material breach (other than an uncured payment default) with or without an attendant termination for cause by IBM, if Certegy prepays a reasonable projection of this the other charges due under the Transaction Document(s) being terminated (other than the Monthly Charge which shall be paid monthly as provided in the Supplement) for the Services Transfer Assistance for the entire period Certegy desires IBM to provide such services to the Certegy Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services under the Transaction Documents being terminated, and upon request by Certegy, the effective date of such expiration or termination shall be extended for up to one (1) year thereafter pursuant to the terms and conditions of the Agreement and applicable Transaction Document(s) and such period shall be considered an extension of the Term and the term of such Transaction Documents, however any such extension shall not affect the payment date or amount of any PSAapplicable Termination Charges, which Termination Charges shall be due and payable as of the initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Certegy Group and their respective agents, contractors and consultants, as necessary, with services described in a Schedule to each Transaction Document. (cb) If any Services Transfer Assistance provided by PROVIDER IBM requires the utilization of additional resources that PROVIDER IBM would not otherwise use in the performance of the Services, Agreement and applicable Transaction Documents but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER current Resource Unit Baseline. Certegy will pay PROVIDER IBM for such usage at the then-current applicable Charges Transaction Document(s) charges and in the manner set forth in the Agreement and/or applicable PSAsTransaction Document(s). If the Services Transfer Assistance requires PROVIDER IBM to incur costs that PROVIDER IBM would not otherwise incur in the performance of the Services under the Agreement and applicable PSAsTransaction Document(s), then PROVIDER IBM shall notify CUSTOMER Certegy of the identity and scope of the activities requiring that PROVIDER IBM incur such costs and the projected amount of the charges that will be payable by CUSTOMER Certegy for the performance of such assistance. Upon CUSTOMER’s prior Certegy's authorization, PROVIDER IBM shall perform the assistance and invoice CUSTOMER Certegy for such charges. CUSTOMER Within thirty (30) business days after the date of the invoice, Certegy shall bear all pay IBM for authorized, additional charges incurred to provide such assistance to Certegy. c) If Certegy exercises its option to prepay the Monthly Charges and other charges reasonably projected by IBM for Services Transfer Assistance with regard to any Transaction Document and it is determined that such prepayment is in excess of the actual charges associated with the Services Transfer Assistance, then IBM shall apply such overpayment to monies otherwise due IBM or, if no monies are due IBM, promptly refund such overpayment to Certegy at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by Certegy to IBM for Services Transfer Assistance with regard to any Transaction Document does not fully reimburse IBM for the actual Monthly Charges due and costs agreed in advance between the parties and incurred by PROVIDER on account IBM and chargeable to Certegy hereunder for the provision of transition/migration of services/processes from PROVIDER Services Transfer Assistance to CUSTOMER or its designeeCertegy, then IBM shall invoice Certegy and Certegy shall promptly pay IBM for such additional amounts as incurred and invoiced to Certegy.

Services Transfer Assistance. (a) PROVIDER shall The Parties agree that IBM will cooperate with CUSTOMER the Certegy Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under each Transaction Document provided by IBM and its Affiliates hereunder to CUSTOMER one or more members of the Certegy Group itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of the Agreement and/or each PSA Transaction Document for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term Term of the Agreement nor the term of any PSA Transaction Document shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) . Upon CUSTOMERCertegy’s request, PROVIDER request IBM or its Affiliate shall provide transfer assistance in connection with migrating the work of the Certegy Group to the Certegy Group itself or another services provider (“Services Transfer Assistance Assistance”) commencing up to one (1) year prior to expiration or termination upon any notice of termination, or of non-renewal of the Agreement or any PSA Transaction Document. In the event Certegy shall repeatedly fail to pay any amounts when due and continuing payable under the Agreement within two (2) years of the start of Services Transfer Assistance, with or without an attendant termination for cause by IBM, IBM shall not be required to provide Services Transfer Assistance unless Certegy prepays the applicable Monthly Charges for the periods described entire duration of Services Transfer Assistance, if any, applicable to the Transaction Document(s) being terminated and a reasonable projection of other charges due under such Transaction Documents for the entire period Certegy requests Services Transfer Assistance. In no event will Xxxxxxx’s holding of or escrow of monies in this Agreementcompliance with Section 9.12 be considered a failure by Certegy to pay amounts due and payable hereunder. PROVIDER Further, IBM shall provide the Services Transfer Assistance in accordance with this Section 12.5 even in the event of CUSTOMERCertegy’s material breach (other than an uncured payment default) with or without an attendant termination for cause by IBM, if Certegy prepays a reasonable projection of this the other charges due under the Transaction Document(s) being terminated (other than the Monthly Charge which shall be paid monthly as provided in the Supplement) for the Services Transfer Assistance for the entire period Certegy desires IBM to provide such services to the Certegy Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services under the Transaction Documents being terminated, and upon request by Certegy, the effective date of such expiration or termination shall be extended for up to one (1) year thereafter pursuant to the terms and conditions of the Agreement and applicable Transaction Document(s) and such period shall be considered an extension of the Term and the term of such Transaction Documents, however any such extension shall not affect the payment date or amount of any PSAapplicable Termination Charges, which Termination Charges shall be due and payable as of the initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Certegy Group and their respective agents, contractors and consultants, as necessary, with services described in a Schedule to each Transaction Document. (cb) If any Services Transfer Assistance provided by PROVIDER IBM requires the utilization of additional resources that PROVIDER IBM would not otherwise use in the performance of the Services, Agreement and applicable Transaction Documents but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER current Resource Unit Baseline. Certegy will pay PROVIDER IBM for such usage at the then-current applicable Charges Transaction Document(s) charges and in the manner set forth in the Agreement and/or applicable PSAsTransaction Document(s). If the Services Transfer Assistance requires PROVIDER IBM to incur costs that PROVIDER IBM would not otherwise incur in the performance of the Services under the Agreement and applicable PSAsTransaction Document(s), then PROVIDER IBM shall notify CUSTOMER Certegy of the identity and scope of the activities requiring that PROVIDER IBM incur such costs and the projected amount of the charges that will be payable by CUSTOMER Certegy for the performance of such assistance. Upon CUSTOMERXxxxxxx’s prior authorization, PROVIDER IBM shall perform the assistance and invoice CUSTOMER Certegy for such charges. CUSTOMER Within thirty (30) business days after the date of the invoice, Certegy shall bear all pay IBM for authorized, additional charges incurred to provide such assistance to Certegy. c) If Certegy exercises its option to prepay the Monthly Charges and other charges reasonably projected by IBM for Services Transfer Assistance with regard to any Transaction Document and it is determined that such prepayment is in excess of the actual charges associated with the Services Transfer Assistance, then IBM shall apply such overpayment to monies otherwise due IBM or, if no monies are due IBM, promptly refund such overpayment to Certegy at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by Certegy to IBM for Services Transfer Assistance with regard to any Transaction Document does not fully reimburse IBM for the actual Monthly Charges due and costs agreed in advance between the parties and incurred by PROVIDER on account IBM and chargeable to Certegy hereunder for the provision of transition/migration of services/processes from PROVIDER Services Transfer Assistance to CUSTOMER or its designeeCertegy, then IBM shall invoice Certegy and Certegy shall promptly pay IBM for such additional amounts as incurred and invoiced to Certegy.

Services Transfer Assistance. (a) PROVIDER shall The Parties agree that IBM will cooperate with CUSTOMER the Equifax Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under each Transaction Document provided by IBM and its Affiliates hereunder to CUSTOMER one or more members of the Equifax Group itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of the Agreement and/or each PSA Transaction Document for any reason, however described, . * Services Transfer Assistance thereunder is completed. Upon Equifax's request IBM or exercise its Affiliate shall provide transfer assistance in connection with migrating the work of the Carve-Out Option. The Services include “Equifax Group to the Equifax Group itself or another services provider ("Services Transfer Assistance,” ") commencing up to * prior to expiration or ---------------------------- upon any notice of termination, or of non-renewal of the Agreement or any Transaction Document. In the event Equifax shall * and payable under the Agreement within * of the start of Services Transfer Assistance, with or without an attendant * IBM shall not be required to provide Services Transfer Assistance unless Equifax * for * if any, applicable to the Transaction Document(s) * and a reasonable projection of * such Transaction Documents for the * Services Transfer Assistance. In no event will Equifax's * be considered a failure by Equifax to * hereunder. Further, IBM shall provide the Services Transfer Assistance in accordance with this Section 12.5 even in the event of Equifax's * with or without an * if ------------ Equifax * of the * the Transaction Document(s) being terminated (other than the * which includes shall be * as provided in the Supplement) for the Services Transfer Assistance * Equifax desires IBM to provide such services to the Equifax Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services under the Transaction Documents being terminated, and upon request by Equifax, the effective date of such expiration or termination shall be extended for up to * thereafter pursuant to the terms and conditions of the Agreement and applicable Transaction Document(s) * shall be considered * of such Transaction Documents, however any such * shall not affect the payment date or amount of any applicable Termination Charges, which Termination Charges shall be due and payable as of * Services Transfer Assistance shall include, but not be limited to, providing CUSTOMER and its designees the Equifax Group and their respective agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental described in a Schedule to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completedeach Transaction Document. (b) Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination of the Agreement or any PSA and continuing for the periods described in this Agreement. PROVIDER shall provide the Services Transfer Assistance even in the event of CUSTOMER’s material breach (other than an uncured payment default) of this Agreement or any PSA. (c) If any Services Transfer Assistance provided by PROVIDER IBM requires the utilization of additional resources that PROVIDER IBM would not otherwise use in the performance of the Services, Agreement and applicable Transaction Documents but for which there is a charging methodology provided for in the Agreement or such PSAscurrent Resource Unit Baseline, CUSTOMER Equifax will pay PROVIDER IBM for such usage at the then-current applicable Charges Transaction Document(s) charges and in the manner set forth in the Agreement and/or applicable PSAsTransaction Document(s). If the Services Transfer Assistance requires PROVIDER IBM to incur costs that PROVIDER would not otherwise incur * in the performance of the Services under the Agreement and applicable PSAsTransaction Document(s), then PROVIDER IBM shall notify CUSTOMER Equifax of the identity and scope of the activities requiring that PROVIDER incur such costs IBM * and the projected amount of the charges * that will be payable by CUSTOMER * for the performance of such assistance. Upon CUSTOMER’s prior Equifax's authorization, PROVIDER IBM shall perform * Within * after the date of the * Equifax * to provide such assistance to Equifax. c) If Equifax exercises its option to * by IBM for Services Transfer Assistance with regard to any Transaction Document and invoice CUSTOMER it is determined that such * associated with the Services Transfer Assistance, then IBM shall * or, if no * promptly * Equifax at the end of such Services Transfer Assistance. Conversely, if the * IBM for such charges. CUSTOMER Services Transfer Assistance with regard to any Transaction Document does no * hereunder for the provision of Services Transfer Assistance to Equifax, then IBM shall bear all costs agreed in advance between the parties * and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designee.Equifax shall * 12.6

Services Transfer Assistance. (a) PROVIDER shall The Parties agree that IBM will cooperate with CUSTOMER the Equifax Group to assist in the orderly transfer of the services, functions, responsibilities, tasks and operations comprising the Services under each Transaction Document provided by IBM and its Affiliates hereunder to CUSTOMER one or more members of the Equifax Group itself or its designee (including another services provider) provider in connection with the expiration, non-renewal expiration or earlier termination of the Agreement and/or each PSA Transaction Document for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term Term of the Agreement nor the term of any PSA Transaction Document shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed. (b) . Upon CUSTOMER’s request, PROVIDER Equifax's request IBM or its Affiliate shall provide Services Transfer Assistance transfer assistance in connection with migrating the work of the Equifax Group to the Equifax Group itself or another services provider ("SERVICES TRANSFER ASSISTANCE") commencing up to one (1) year prior to expiration or termination upon any notice of termination, or of non-renewal of the Agreement or any PSA Transaction Document. In the event Equifax shall repeatedly fail to pay any amounts when due and continuing payable under the Agreement within two (2) years of the start of Services Transfer Assistance, with or without an attendant termination for cause by IBM, IBM shall not be required to provide Services Transfer Assistance unless Equifax prepays the applicable Monthly Charges for the periods described entire duration of Services Transfer Assistance, if any, applicable to the Transaction Document(s) being terminated and a reasonable projection of other charges due under such Transaction Documents for the entire period Equifax requests Services Transfer Assistance. In no event will Equifax's holding of or escrow of monies in this Agreementcompliance with SECTION 9.12 be considered a failure by Equifax to pay amounts due and payable hereunder. PROVIDER Further, IBM shall provide the Services Transfer Assistance in accordance with this SECTION 12.5 even in the event of CUSTOMER’s Equifax's material breach (other than an uncured payment default) with or without an attendant termination for cause by IBM, if Equifax prepays a reasonable projection of this the other charges due under the Transaction Document(s) being terminated (other than the Monthly Charge which shall be paid monthly as provided in the Supplement) for the Services Transfer Assistance for the entire period Equifax desires IBM to provide such services to the Equifax Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services under the Transaction Documents being terminated, and upon request by Equifax, the effective date of such expiration or termination shall be extended for up to one (1) year thereafter pursuant to the terms and conditions of the Agreement and applicable Transaction Document(s) and such period shall be considered an extension of the Term and the term of such Transaction Documents, however any such extension shall not affect the payment date or amount of any PSA.applicable Termination Charges, which Termination Charges shall be due and payable as of the initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Equifax Group and their respective agents, contractors and consultants, as necessary, with services described in a Schedule to each Transaction Document. Equifax / IBM Confidential (cb) If any Services Transfer Assistance provided by PROVIDER IBM requires the utilization of additional resources that PROVIDER IBM would not otherwise use in the performance of the Services, Agreement and applicable Transaction Documents but for which there is a charging methodology provided for in the Agreement or such PSAscurrent Resource Unit Baseline, CUSTOMER Equifax will pay PROVIDER IBM for such usage at the then-current applicable Charges Transaction Document(s) charges and in the manner set forth in the Agreement and/or applicable PSAsTransaction Document(s). If the Services Transfer Assistance requires PROVIDER IBM to incur costs that PROVIDER IBM would not otherwise incur in the performance of the Services under the Agreement and applicable PSAsTransaction Document(s), then PROVIDER IBM shall notify CUSTOMER Equifax of the identity and scope of the activities requiring that PROVIDER IBM incur such costs and the projected amount of the charges that will be payable by CUSTOMER Equifax for the performance of such assistance. Upon CUSTOMER’s prior Equifax's authorization, PROVIDER IBM shall perform the assistance and invoice CUSTOMER Equifax for such charges. CUSTOMER Within thirty (30) business days after the date of the invoice, Equifax shall bear all pay IBM for authorized, additional charges incurred to provide such assistance to Equifax. c) If Equifax exercises its option to prepay the Monthly Charges and other charges reasonably projected by IBM for Services Transfer Assistance with regard to any Transaction Document and it is determined that such prepayment is in excess of the actual charges associated with the Services Transfer Assistance, then IBM shall apply such overpayment to monies otherwise due IBM or, if no monies are due IBM, promptly refund such overpayment to Equifax at the end of such Services Transfer Assistance. Conversely, if the amount prepaid by Equifax to IBM for Services Transfer Assistance with regard to any Transaction Document does not fully reimburse IBM for the actual Monthly Charges due and costs agreed in advance between the parties and incurred by PROVIDER on account IBM and chargeable to Equifax hereunder for the provision of transition/migration of services/processes from PROVIDER Services Transfer Assistance to CUSTOMER or its designeeEquifax, then IBM shall invoice Equifax and Equifax shall promptly pay IBM for such additional amounts as incurred and invoiced to Equifax.