Common use of Services Transfer Assistance Clause in Contracts

Services Transfer Assistance. 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. 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. 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. PROVIDER shall a) 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 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. 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. 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 Schedule 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 designeeeach Transaction Document.

Services Transfer Assistance. PROVIDER shall (a) 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. 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 or any PSA. If any Services Transfer Assistance (other than the total monthly charges due under Schedule C (Charges), which shall be paid monthly as provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but Schedule C (Charges)) 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 for the entire period Equifax desires IBM to incur costs that PROVIDER would not otherwise incur in provide such services to the performance Equifax Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services under 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 applicable PSAs, then PROVIDER such period shall notify CUSTOMER be considered an extension of the identity Term, however any such extension shall not affect the payment date or amount of any applicable Termination Charges, which Termination Charges shall be due and scope payable as of the activities requiring that PROVIDER incur such costs 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 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 services described in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designeeSchedule O (Services Transfer Assistance).

Services Transfer Assistance. PROVIDER shall a) 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. 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 or any PSA. If any (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 by PROVIDER requires through the utilization effective date of additional resources that PROVIDER would not otherwise use in the performance expiration or termination of the Services, but and upon request by Flagstar, the effective date of such expiration or termination shall be extended for which there is a charging methodology provided for in up to one (1) year thereafter pursuant to the terms and conditions of this Agreement or and such PSAs, CUSTOMER will pay PROVIDER for such usage at period shall be considered an extension of the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAsTerm. If the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER would shall include, but not otherwise incur be limited to, providing the Flagstar Group and their respective agents, contractors and consultants, as necessary, with services described 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.Schedule S.

Services Transfer Assistance. PROVIDER shall a) 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. 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 Certegy/IBM Confidential 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 Agreement or any PSA. If any Services Transfer Assistance the other charges due under the Transaction Document(s) being terminated (other than the Monthly Charge which shall be paid monthly as provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but Supplement) 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 for the entire period Certegy desires IBM to incur costs that PROVIDER would not otherwise incur in provide such services to the performance 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 PSAs, then PROVIDER Transaction Document(s) and such period shall notify CUSTOMER be considered an extension of the identity Term and scope the term of such Transaction Documents, however any such extension shall not affect the payment date or amount of any applicable Termination Charges, which Termination Charges shall be due and payable as of the activities requiring that PROVIDER incur such costs initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Certegy Group and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorizationtheir respective agents, PROVIDER shall perform the assistance contractors and invoice CUSTOMER for such charges. CUSTOMER shall bear all costs agreed consultants, as necessary, with services described in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER a Schedule to CUSTOMER or its designeeeach Transaction Document.

Services Transfer Assistance. PROVIDER shall a) 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. 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 Agreement or any PSA. If any Services Transfer Assistance the other charges due under the Transaction Document(s) being terminated (other than the Monthly Charge which shall be paid monthly as provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but Supplement) 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 for the entire period Equifax desires IBM to incur costs that PROVIDER would not otherwise incur in provide such services to the performance 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 PSAs, then PROVIDER Transaction Document(s) and such period shall notify CUSTOMER be considered an extension of the identity Term and scope the term of such Transaction Documents, however any such extension shall not affect the payment date or amount of any applicable Termination Charges, which Termination Charges shall be due and payable as of the activities requiring that PROVIDER incur such costs initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Equifax Group and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistancetheir respective agents, contractors and consultants, as necessary, with services described in a Schedule to each Transaction Document. 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.Equifax / IBM Confidential

Services Transfer Assistance. PROVIDER shall a) 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. 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 Agreement or any PSA. If any Services Transfer Assistance the other charges due under the Transaction Document(s) being terminated (other than the Monthly Charge which shall be paid monthly as provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but Supplement) 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 for the entire period Certegy desires IBM to incur costs that PROVIDER would not otherwise incur in provide such services to the performance 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 PSAs, then PROVIDER Transaction Document(s) and such period shall notify CUSTOMER be considered an extension of the identity Term and scope the term of such Transaction Documents, however any such extension shall not affect the payment date or amount of any applicable Termination Charges, which Termination Charges shall be due and payable as of the activities requiring that PROVIDER incur such costs initially noticed effective date of termination. Services Transfer Assistance shall include, but not be limited to, providing the Certegy Group and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorizationtheir respective agents, PROVIDER shall perform the assistance contractors and invoice CUSTOMER for such charges. CUSTOMER shall bear all costs agreed consultants, as necessary, with services described in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER a Schedule to CUSTOMER or its designeeeach Transaction Document.

Services Transfer Assistance. PROVIDER shall (a) 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. 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 or any PSA. If any Services Transfer Assistance (other than the total monthly charges due under Schedule C (Charges), which shall be paid monthly as provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but Schedule C (Charges)) 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 for the entire period Equifax desires IBM to incur costs that PROVIDER would not otherwise incur in provide such services to the performance Equifax Group or its designees. Services Transfer Assistance shall be provided through the effective date of the expiration or termination of the Services under 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 applicable PSAs, then PROVIDER such period shall notify CUSTOMER be considered an extension of the identity Term, however any such extension shall not affect the payment date or amount of any applicable Termination Charges, which Termination Charges shall be due and scope payable as of the activities requiring that PROVIDER incur such costs 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 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 services described in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designeeSchedule O (Services Transfer Assistance).

Services Transfer Assistance. PROVIDER shall a) 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. 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. 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.Schedule N.