Common use of Software Licenses Clause in Contracts

Software Licenses. a) IBM will comply with all license obligations under all licenses and maintenance agreements for the Software, including without limitation, the obligations of nondisclosure and scope of use; provided, however, IBM will only be obligated under this SECTION 3.8(a) with regard to the licenses and maintenance agreements for Equifax Software to the extent the obligations thereunder are disclosed to and accepted by IBM. To the extent provided to IBM by Equifax prior to execution of each Transaction Document, IBM shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax Software listed on Schedules to such Transaction Document as of the Commencement Date under such Transaction Document, unless otherwise noted in such Transaction Document. b) All IBM Software provided by IBM in connection with the Services and any Equifax Software licensed under a Third Party Agreement shall be licensed (and the attendant maintenance arrangements contracted) in the name of the Equifax Group member designated by Equifax as the licensee with IBM having the right to access and use such Software in performing the Services, unless IBM can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. c) IBM shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to assign or transfer, without any payment of any additional fee or charge by Equifax, any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in IBM's name as licensee to Equifax upon termination or expiration of the Agreement and as applicable, each Transaction Document. If IBM is unable to obtain from the applicable Software vendor the rights described in the immediately preceding sentence, and, in any event, prior to (i) the addition to the IBM Software of any software which is not listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document; or (ii) any upgrade, enhancement or modification of any IBM Software listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document, IBM shall (A) obtain Equifax's prior written consent for any such actions, (B) provide Equifax with information regarding the amount of any fees and other reasonable requirements Equifax would be required to undertake in order to obtain a license to and maintenance for such IBM Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such IBM Software to license and provide maintenance for the IBM Software to Equifax upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax of such requirements. If Equifax does not respond to a request for consent from IBM within twenty-one (21) business days of receipt of such request together with the information and confirmation of the actions required of IBM in this SECTION 3.8(c), Equifax shall be deemed to have granted its consent to the actions for which IBM requested consent. IBM shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the IBM Software, Equifax's reasonable concerns regarding the terms and conditions of such IBM Software licenses Equifax / IBM Confidential and maintenance agreements and make such licenses, maintenance agreements and related documentation, exclusive of pricing information related to charges to IBM, available to Equifax upon request. d) IBM shall not direct the Equifax Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the name of a member of the Equifax Group without notifying Equifax in writing of the proposed action by IBM and obtaining Equifax's prior written agreement; moreover, IBM shall provide to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. IBM may terminate, replace, amend or add licensees for the IBM Software as it chooses so long as IBM continues to perform the Services in the manner required by the Agreement; provided, however, IBM agrees to provide twenty-one (21) business days written notification to Equifax prior to each such termination, replacement, amendment or addition and concurrently with such notification, deliver to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, IBM's proposed action. In addition, if such action by IBM with respect to a license and/or maintenance arrangement for the IBM Software will have an impact on the Services or the monitoring and/or evaluation of the Services in a manner that in turn will have a financial and/or operational impact on the Equifax Group or the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Services, and IBM is notified in writing by Equifax of its estimate of such financial and/or operational impact prior to IBM's implementation of such action and IBM elects to proceed, IBM will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses and maintenance agreements to the Equifax Group on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Services. If Equifax in connection with or resulting from IBM's termination, replacement, amendment or addition of any license for IBM Software and/or maintenance arrangement incurs additional expenses, costs or Losses, including but not limited to personnel costs, and IBM has been notified in writing by Equifax of its estimate of such financial impact prior to IBM's implementation of such action and IBM elects to proceed, IBM shall promptly reimburse Equifax for such amounts actually incurred by Equifax; provided, however, that in each instance in this SECTION 3.8(d) that Equifax provides IBM an estimate of the financial impact of an action by IBM on Equifax, the amounts recoverable from IBM by Equifax in each such instance shall not exceed the amount of the written estimate provided to IBM for each such instance. e) IBM will provide to Equifax, and update as changes occur, a listing of all Software by name, Maintenance Release and Version promoted into production on each Machine at each location of the Machines.

Software Licenses. (a) IBM EDS will comply with all license obligations under all licenses and maintenance agreements for the Software, including including, without limitation, the obligations of nondisclosure and scope of use; provided. However, however, IBM EDS will only be obligated under this SECTION Section 3.8(a) with regard to the licenses and -------------- maintenance agreements for Equifax Software to the extent the obligations thereunder are disclosed to and accepted by IBMEDS. To the extent provided to IBM by Equifax prior to execution of each Transaction Document, IBM EDS shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax Software (if any) listed on the Schedules A and B to such each ----------- - Transaction Document as of the Commencement Date under such Transaction Document, unless otherwise noted in each such Transaction Document. (b) All IBM EDS Software provided by IBM EDS in connection with the Services and any Equifax Software licensed under a Third Party Agreement shall be licensed (and the attendant maintenance arrangements contracted) in the name of the Equifax Group member designated by Equifax as the licensee with IBM EDS having the right to access and use such Software in performing the Services, unless IBM EDS can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. (c) IBM shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to assign or transfer, without any payment of any additional fee or charge by Equifax, any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in IBM's name as licensee to Equifax upon termination or expiration of the Agreement and as applicable, each Transaction Document. If IBM is unable to obtain from the applicable Software vendor the rights described in the immediately preceding sentence, and, in any event, prior to (i) the addition to the IBM Software of any software which is not listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document; or (ii) any upgrade, enhancement or modification of any IBM Software listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document, IBM shall (A) obtain Equifax's prior written consent for any such actions, (B) provide Equifax with information regarding the amount of any fees and other reasonable requirements Equifax would be required to undertake in order to obtain a license to and maintenance for such IBM Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such IBM Software to license and provide maintenance for the IBM Software to Equifax upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax of such requirements. If Equifax does not respond to a request for consent from IBM within twenty-one (21) business days of receipt of such request together with the information and confirmation of the actions required of IBM in this SECTION 3.8(c), Equifax shall be deemed to have granted its consent to the actions for which IBM requested consent. IBM shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the IBM Software, Equifax's reasonable concerns regarding the terms and conditions of such IBM Software licenses Equifax / IBM Confidential and maintenance agreements and make such licenses, maintenance agreements and related documentation, exclusive of pricing information related to charges to IBM, available to Equifax upon request. d) IBM EDS shall not direct the Equifax Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the name of a member of the Equifax Group without notifying Equifax in writing of the proposed action by IBM EDS and without obtaining Equifax's prior written agreement; moreover. Moreover, IBM EDS shall provide to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. IBM may terminate, replace, amend or add licensees for the IBM Software as it chooses so long as IBM continues to perform the Services in the manner required by the Agreement; provided, however, IBM agrees to provide twenty-one (21) business days written notification to Equifax prior to each such termination, replacement, amendment or addition and concurrently with such notification, deliver to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, IBM's proposed action. In addition, if such action by IBM EDS with respect to a license and/or maintenance arrangement for the IBM EDS Software will have an impact on the Services or the monitoring and/or evaluation of the Services in a manner that in turn will have a financial and/or operational an impact on the operations or costs of the Equifax Group or the ability of IBM EDS or Equifax to monitor and/or evaluate the performance and delivery of the Services, and IBM is notified in writing by Equifax of its estimate of such financial and/or operational impact prior to IBM's implementation of such action and IBM elects to proceed, IBM EDS will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses and maintenance agreements to the Equifax Group on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of IBM EDS or Equifax to monitor and/or evaluate the performance and delivery of the Services. If Equifax in connection with or resulting from IBMEDS's termination, replacement, amendment or addition of any license for IBM EDS Software and/or maintenance arrangement incurs additional expenses or other costs, including but not limited to personnel costs, EDS shall promptly reimburse Equifax for such costs. (d) EDS shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to assign or transfer to Equifax, without any payment of any additional fee or charge by Equifax, any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in EDS's name as licensee upon termination or expiration of the Agreement and as applicable, each Transaction Document. (e) If EDS is unable to obtain from the applicable Software vendor the rights described in Section 3.8(d) above, and, in any event, prior to (i) the -------------- addition to the EDS Software of any software which is not listed in Schedules A or B to a Transaction Document for the Equifax operations ----------- - covered by such Transaction Document; or (ii) any upgrade, enhancement or modification of any EDS Software listed in the Schedules A or B to a ----------- - Transaction Document for the Equifax operations covered by such Transaction Document, EDS shall (A) obtain Equifax's prior written consent for any such actions, (B) provide Equifax with information regarding the amount of any fees and other reasonable requirements Equifax would be required to undertake in order to obtain a license to and maintenance for such EDS Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such EDS Software to license and provide maintenance for the EDS Software to Equifax upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax of such requirements. If Equifax does not respond to a request for consent from EDS within twenty-one (21) business days after receipt of such request together with the information and confirmation of the actions required of EDS in this Section 3.8(e).* EDS -------------- shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the EDS Software, Equifax's reasonable concerns regarding the terms and conditions of such EDS Software licenses and maintenance agreements and make such licenses, maintenance agreements and related documentation available to Equifax upon request. (f) If Equifax in connection with or resulting from EDS's termination, replacement, amendment or addition of any license for EDS Software and/or maintenance arrangement incurs additional expenses, costs or Losses, including but not limited to personnel costs, and IBM EDS has been notified in writing by Equifax of its estimate of such financial impact prior to IBMEDS's implementation of such action and IBM EDS elects to proceed, IBM EDS shall promptly reimburse Equifax for such amounts actually incurred by Equifax; provided. However, however, that in each instance in this SECTION 3.8(d) Section 3.8 that Equifax provides IBM EDS an estimate ----------- of the financial impact of an any action by IBM EDS on Equifax, the amounts recoverable from IBM EDS by Equifax in each such instance shall not exceed the amount of the written estimate provided to IBM by EDS for each such instance. e(g) IBM EDS will provide to Equifax, and update as changes occur, a listing of all Software by name, Maintenance Release and Version promoted into production on each Machine at each location of the Machines.

Software Licenses. a) IBM will comply with all license obligations under all licenses and maintenance agreements for the Software, including without limitation, the obligations of nondisclosure and scope of use; provided, however, IBM will only be obligated under this SECTION Section 3.8(a) with regard to the licenses and -------------- maintenance agreements for Equifax Software to the extent the obligations thereunder are disclosed to and accepted by IBM. To the extent provided to IBM by Equifax prior to execution of each Transaction Document, IBM shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax Software listed on Schedules to such Transaction Document as of the Commencement Date under such Transaction Document, unless otherwise noted in such Transaction Document. b) All IBM Software provided by IBM in connection with the Services and any Equifax Software licensed under a Third Party Agreement shall be licensed (and the attendant maintenance arrangements contracted) in the name of the Equifax Group member designated by Equifax as the licensee with IBM having the right to access and use such Software in performing the Services, unless IBM can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. c) IBM shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to assign or transfer, without any payment of any additional fee or charge by Equifax, any licenses (and attendant maintenance arrangements) * for the Software licensed and contracted in IBM's name as licensee to Equifax upon termination or expiration of the Agreement and as applicable, each Transaction Document. If IBM is unable to obtain from the applicable Software vendor * the rights described in the immediately preceding sentence, and, in any event, prior to (i) the addition to the IBM Software of any software which is not listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document; or (ii) any upgrade, enhancement or modification of any IBM Software listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document, IBM shall (A) obtain Equifax's prior written consent for any such actions, (B) provide Equifax with information regarding the amount of any fees and other reasonable requirements Equifax would be required to undertake in order to obtain a license to and maintenance * for such IBM Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such IBM Software to license and provide maintenance for the IBM Software to Equifax * upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax * of such requirements. If Equifax does not respond to a request for consent from IBM within twenty-one (21) business days * of receipt of such request together with the information and confirmation of the actions required of IBM in this SECTION Section ------- 3.8(c), Equifax shall be deemed to have granted its consent to the actions ------ for which IBM requested consent. IBM shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the IBM Software, Equifax's reasonable concerns regarding the terms and conditions of such IBM Software licenses Equifax / IBM Confidential and maintenance agreements and make such licenses, maintenance agreements and related documentation, exclusive of pricing information related to charges to IBM, available to Equifax upon request.* d) IBM shall not direct the Equifax Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the name of a member of the Equifax Group without notifying Equifax in writing of the proposed action by IBM and obtaining Equifax's prior written agreement; moreover, IBM shall provide to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. IBM may terminate, replace, amend or add licensees for the IBM Software as it chooses so long as IBM continues to perform the Services in the manner required by the Agreement; provided, however, IBM agrees to provide twenty-one (21) business days * written notification to Equifax prior to each such termination, replacement, amendment or addition and concurrently with such notification, deliver to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, IBM's proposed action. In addition, if such action by IBM with respect to a license and/or maintenance arrangement for the IBM Software will have an impact on the Services or the monitoring and/or evaluation of the Services in a manner that in turn will have a financial and/or operational impact * on the Equifax Group or the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Services, and IBM is notified in writing by Equifax of its estimate of such financial and/or operational impact * prior to IBM's implementation of such action and IBM elects to proceed, IBM will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses and maintenance agreements to the Equifax Group on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Services. If Equifax in connection with or resulting from IBM's termination, replacement, amendment or addition of any license for IBM Software and/or maintenance arrangement incurs additional expenses, costs * or Losses, * including but not limited to personnel costs, * and IBM has been notified in writing by Equifax of its estimate of such financial impact * prior to IBM's implementation of such action and IBM elects to proceed, IBM shall promptly reimburse * Equifax for such amounts actually incurred by * Equifax; provided, however, that in each instance in this SECTION Section 3.8(d) that Equifax provides IBM an estimate of the financial impact -------------- * of an action by IBM on Equifax, the amounts recoverable from IBM * by Equifax in each such instance shall not exceed the amount * of the written estimate * provided to IBM for each such instance. e) IBM will provide to Equifax, and update as changes occur, a listing of all Software by name, Maintenance Release and Version promoted into production on each Machine at each location of the Machines.

Software Licenses. a) IBM ISSC will comply with all license obligations under all licenses and maintenance agreements for the Software, including without limitation, the obligations of nondisclosure and scope of use; provided, however, IBM ISSC will only be obligated under this SECTION 3.8(aSection 3.9 (a) with regard to the licenses and maintenance agreements for Equifax CHMS Software to the extent the license obligations thereunder are disclosed to and accepted by IBMISSC. To the extent provided to IBM by Equifax prior to execution of each Transaction Document, IBM ISSC shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax CHMS Software listed on Schedules to such Transaction Document as of Schedule F on the Commencement Date under such Transaction Document, unless otherwise noted in such Transaction DocumentEffective Date. b) All IBM Software Systems Software-OEM provided by IBM ISSC in connection with the Services and any Equifax CHMS Software licensed under a Third Party Agreement shall be licensed (and the attendant maintenance arrangements contracted) in the CHMS's name of the Equifax Group member designated by Equifax and as the licensee with IBM ISSC having the right to access and use such Software in performing the Services, unless IBM ISSC can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. c) IBM . ISSC shall use commercially reasonable efforts to obtain from negotiate with the applicable Software vendors to provide for a right to assign or transfer, without any payment of any additional fee or charge by Equifax, transfer any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in IBMISSC's name as licensee to Equifax CHMS upon termination or expiration of this Agreement, and ISSC shall promptly provide written documentation to CHMS describing in detail, and attesting to the Agreement and as applicablegrant, each Transaction Document. If IBM is unable of such rights by the vendors upon request by CHMS from time to obtain from the applicable Software vendor the rights described in the immediately preceding sentencetime, and, in any event, prior for copies of such documentation. c) Prior to (i1) the addition to the IBM ISSC Software of any software which is not listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction Document; Schedule B or (ii2) any upgrade, enhancement or modification of any IBM ISSC Software listed in Schedules to a Transaction Document for the Equifax operations covered by such Transaction DocumentSchedule B, IBM ISSC shall (Ai) obtain EquifaxCHMS's prior written consent for any such actions, (Bii) provide Equifax CHMS with information regarding the amount of any fees and other reasonable requirements Equifax CHMS would be required to undertake in order to obtain a license to and maintenance for such IBM ISSC Software upon the expiration or termination of the Agreement and as applicable, each Transaction Documentthis Agreement, and (Ciii) use commercially reasonable efforts to obtain a firm commitment from the providers of such IBM ISSC Software to license and provide maintenance for the IBM ISSC Software to Equifax CHMS upon the expiration or termination of the this Agreement upon the payment of such fees and satisfaction by Equifax CHMS of such requirements. If Equifax does not respond to a request for consent from IBM within twenty-one (21) business days of receipt of such request together with the information and confirmation of the actions required of IBM in this SECTION 3.8(c), Equifax shall be deemed to have granted its consent to the actions for which IBM requested consent. IBM ISSC shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the IBM ISSC Software, EquifaxCHMS's reasonable concerns regarding the terms and conditions of such IBM ISSC Software licenses Equifax / IBM Confidential and maintenance agreements and make such licenses, maintenance agreements licenses and related documentation, exclusive of excluding pricing information related to charges to IBMinformation, available to Equifax CHMS upon request. d) IBM ISSC shall not direct the Equifax Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the CHMS's name of a member of the Equifax Group without notifying Equifax in writing of the proposed action by IBM and obtaining EquifaxCHMS's prior written agreement; moreover, IBM shall provide to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. IBM ISSC may terminate, replace, amend or add licensees for the IBM ISSC Software as it chooses so long as IBM ISSC continues to perform the Services in the manner required by the this Agreement; provided, however, IBM ISSC agrees to provide twenty-one sixty (2160) business days written notification to Equifax CHMS prior to each such termination, replacement, amendment or addition and concurrently with such notification, deliver to Equifax a written report of the reasons for, and the impact and ramifications on the Services of, IBM's proposed actionaddition. In addition, if such action by IBM ISSC with respect to a license and/or maintenance arrangement for the IBM ISSC Software will have an impact on the Services or the monitoring and/or evaluation of the Services in a manner that in turn will have a financial and/or operational an impact on the Equifax Group operations or the ability costs of IBM CHMS, its Affiliates or Equifax to monitor and/or evaluate the performance and delivery of the Servicesother Authorized Users, and IBM is notified in writing by Equifax of its estimate of such financial and/or operational impact prior to IBM's implementation of such action and IBM elects to proceed, IBM ISSC will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses to CHMS, its Affiliates and maintenance agreements to the Equifax Group other Authorized Users, as applicable, on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Serviceslicense. If Equifax CHMS in connection with or resulting from IBMISSC's termination, replacement, amendment or addition of any license for IBM ISSC Software and/or maintenance arrangement incurs additional expenses, costs expenses or Lossesother costs, including but not limited to personnel costs, and IBM has been notified in writing by Equifax of its estimate of such financial impact prior to IBM's implementation of such action and IBM elects to proceed, IBM ISSC shall promptly reimburse Equifax CHMS for such amounts actually incurred by Equifax; provided, however, that in each instance in this SECTION 3.8(d) that Equifax provides IBM an estimate of the financial impact of an action by IBM on Equifax, the amounts recoverable from IBM by Equifax in each such instance shall not exceed the amount of the written estimate provided to IBM for each such instancecosts. e) IBM will provide to Equifax, and update as changes occur, a listing of all Software by name, Maintenance Release and Version promoted into production on each Machine at each location of the Machines.

Software Licenses. a) IBM will comply with all license obligations under all licenses and maintenance agreements for the Software, including without limitation, the obligations of nondisclosure and scope of use; provided, however, IBM will only be obligated under this SECTION Section 3.8(a) with regard to the licenses and maintenance agreements for Equifax Certegy Software to the extent the obligations thereunder are disclosed to and accepted by IBM. To the extent provided to IBM by Equifax Certegy prior to execution of each Transaction Document, . IBM shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax Certegy Software listed on Schedules to such Transaction Document as of the Commencement Date under such Transaction Document, unless otherwise noted in such Transaction Document. b) All IBM Software provided by IBM in connection with the Services and any Equifax Certegy Software licensed under a Third Party Agreement shall be licensed (and the attendant maintenance arrangements contracted) in the name of the Equifax Certegy Group member designated by Equifax Certegy as the licensee with IBM having the right to access and use such Software in performing the Services, unless IBM can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. c) IBM shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to assign or transfer, without any payment of any additional fee or charge by EquifaxCertegy, any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in IBM's name as licensee to Equifax Certegy upon termination or expiration of the Agreement and as applicable, each Transaction Document. If IBM is unable to obtain from the applicable Software vendor the rights described in the immediately preceding sentence, and, in any event, prior to (i) the addition to the IBM Software of any software which is not listed in Schedules to a Transaction Document for the Equifax Certegy operations covered by such Transaction Document; , or (ii) any upgrade, enhancement or modification of any IBM Software listed in Schedules to a Transaction Document for the Equifax Certegy operations covered by such Transaction Document, . IBM shall (A) obtain EquifaxCertegy's prior written consent for any such actions, (B) provide Equifax Certegy with information regarding the amount of any fees and other reasonable requirements Equifax Certegy would be required to undertake in order to obtain a license to and maintenance for such IBM Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such IBM Software to license and provide maintenance for the IBM Software to Equifax Certegy upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax Certegy of such requirements. If Equifax Certegy does not respond to a request for consent from IBM within twenty-one (21) business days of receipt of such request together with the information and confirmation of the actions required of IBM in this SECTION Section 3.8(c), Equifax Certegy shall be deemed to have granted its consent to the actions for which IBM requested consent. IBM shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the IBM Software, EquifaxCertegy's reasonable concerns regarding the terms and conditions of such IBM Software licenses Equifax / IBM Confidential and maintenance agreements agreements, and make such licenses, maintenance agreements and related documentation, exclusive of pricing information related to charges to IBM, available to Equifax Certegy upon request. d) IBM shall not direct the Equifax Certegy Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the name of a member of the Equifax Certegy Group without notifying Equifax Certegy in writing of the proposed action by IBM and obtaining EquifaxCertegy's prior written agreement; moreover, IBM shall provide to Equifax Certegy a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. ; IBM may terminate, replace, amend or add licensees for the IBM Software as it chooses so long as IBM continues to perform the Services in the manner required by the Agreement; provided, however, IBM agrees to provide twenty-one (21) business days written notification to Equifax Certegy prior to each such termination, replacement, amendment or addition and concurrently with such notification, deliver to Equifax Certegy a written report of the reasons for, and the impact and ramifications on the Services of, IBM's proposed action. In addition, if such action by IBM with respect to a license and/or maintenance CERTEGY/IBM CONFIDENTIAL arrangement for the IBM Software will have an impact on the Services or the monitoring and/or evaluation of the Services in a manner that in turn will have a financial and/or operational impact on the Equifax Certegy Group or the ability of IBM or Equifax Certegy to monitor and/or evaluate the performance and delivery of the Services, and IBM is notified in writing by Equifax Certegy of its estimate of such financial and/or operational impact prior to IBM's implementation of such action and IBM elects to proceed, IBM will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses and maintenance agreements to the Equifax Certegy Group on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of IBM or Equifax Certegy to monitor and/or evaluate the performance and delivery of the Services. If Equifax Certegy in connection with or resulting from IBM's termination, replacement, amendment or addition of any license for IBM Software and/or maintenance arrangement incurs additional expenses, costs or Losses, including but not limited to personnel costs, and IBM has been notified in writing by Equifax Certegy of its estimate of such financial impact prior to IBM's implementation of such action and IBM elects to proceed, IBM shall promptly reimburse Equifax Certegy for such amounts actually incurred by EquifaxCertegy; provided, however, that in each instance in this SECTION Section 3.8(d) that Equifax Certegy provides IBM an estimate of the financial impact of an action by IBM on EquifaxCertegy, the amounts recoverable from IBM by Equifax Certegy in each such instance shall not exceed the amount of the written estimate provided to IBM for each such instance. e) IBM will provide to Equifax, update and update maintain as changes occur, a listing of all Software by name, Maintenance Release and Version promoted into production on each Machine at each location of the MachinesMachines and will provide to Certegy upon request from time to time a copy of such updated list.

Software Licenses. a) IBM will comply with all license obligations under all licenses and maintenance agreements for the Software, including without limitation, the obligations of nondisclosure and scope of use; provided, however, IBM will only be obligated under this SECTION Section 3.8(a) with regard to the licenses and maintenance agreements for Equifax Certegy Software to the extent the obligations thereunder are disclosed to and accepted by IBM. To the extent provided to IBM by Equifax Certegy prior to execution of each Transaction Document, . IBM shall be deemed to have reviewed and accepted the obligations under the licenses and maintenance agreements for the Equifax Certegy Software listed on Schedules to such Transaction Document as of the Commencement Date under such Transaction Document, unless otherwise noted in such Transaction Document. b) All IBM Software provided by IBM in connection with the Services and any Equifax Certegy Software licensed under a Third Party Agreement shall be licensed (and the attendant maintenance arrangements contracted) in the name of the Equifax Certegy Group member designated by Equifax Certegy as the licensee with IBM having the right to access and use such Software in performing the Services, unless IBM can procure such Software (and/or attendant maintenance arrangement) on a more cost effective basis licensed in its own name. c) IBM shall use commercially reasonable efforts to obtain from the applicable Software vendors a right to assign or transfer, without any payment of any additional fee or charge by EquifaxCertegy, any licenses (and attendant maintenance arrangements) for the Software licensed and contracted in IBM's ’s name as licensee to Equifax Certegy upon termination or expiration of the Agreement and as applicable, each Transaction Document. If IBM is unable to obtain from the applicable Software vendor the rights described in the immediately preceding sentence, and, in any event, prior to (i) the addition to the IBM Software of any software which is not listed in Schedules to a Transaction Document for the Equifax Certegy operations covered by such Transaction Document; , or (ii) any upgrade, enhancement or modification of any IBM Software listed in Schedules to a Transaction Document for the Equifax Certegy operations covered by such Transaction Document, . IBM shall (A) obtain Equifax's Certegy’s prior written consent for any such actions, (B) provide Equifax Certegy with information regarding the amount of any fees and other reasonable requirements Equifax Certegy would be required to undertake in order to obtain a license to and maintenance for such IBM Software upon the expiration or termination of the Agreement and as applicable, each Transaction Document, and (C) use commercially reasonable efforts to obtain a firm commitment from the providers of such IBM Software to license and provide maintenance for the IBM Software to Equifax Certegy upon the expiration or termination of the Agreement upon the payment of such fees and satisfaction by Equifax Certegy of such requirements. If Equifax Certegy does not respond to a request for consent from IBM within twenty-one (21) business days of receipt of such request together with the information and confirmation of the actions required of IBM in this SECTION Section 3.8(c), Equifax Certegy shall be deemed to have granted its consent to the actions for which IBM requested consent. IBM shall consider and take into account in the negotiation of its licensing and maintenance arrangements with providers of the IBM Software, Equifax's Certegy’s reasonable concerns regarding the terms and conditions of such IBM Software licenses Equifax / IBM Confidential and maintenance agreements agreements, and make such licenses, maintenance agreements and related documentation, exclusive of pricing information related to charges to IBM, available to Equifax Certegy upon request. d) IBM shall not direct the Equifax Certegy Group to terminate, extend, replace, amend or add licenses for the Software and/or the maintenance arrangements attendant therewith, contracted in the name of a member of the Equifax Certegy Group without notifying Equifax Certegy in writing of the proposed action by IBM and obtaining Equifax's Certegy’s prior written agreement; moreover, IBM shall provide to Equifax Certegy a written report of the reasons for, and the impact and ramifications on the Services of, such proposed action concurrently with such notification. ; IBM may terminate, replace, amend or add licensees for the IBM Software as it chooses so long as IBM continues to perform the Services in the manner required by the Agreement; provided, however, IBM agrees to provide twenty-one (21) business days written notification to Equifax Certegy prior to each such termination, replacement, amendment or addition and concurrently with such notification, deliver to Equifax Certegy a written report of the reasons for, and the impact and ramifications on the Services of, IBM's ’s proposed action. In addition, if such action by IBM with respect to a license and/or maintenance arrangement for the IBM Software will have an impact on the Services or the monitoring and/or evaluation of the Services in a manner that in turn will have a financial and/or operational impact on the Equifax Group or the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Services, and IBM is notified in writing by Equifax of its estimate of such financial and/or operational impact prior to IBM's implementation of such action and IBM elects to proceed, IBM will provide or cause to be provided the programs, services, rights and other benefits and resources that are the subject of such licenses and maintenance agreements to the Equifax Group on terms no less favorable than the terms of such license and maintenance agreements and ensure that there shall be no negative impact on the ability of IBM or Equifax to monitor and/or evaluate the performance and delivery of the Services. If Equifax in connection with or resulting from IBM's termination, replacement, amendment or addition of any license for IBM Software and/or maintenance arrangement incurs additional expenses, costs or Losses, including but not limited to personnel costs, and IBM has been notified in writing by Equifax of its estimate of such financial impact prior to IBM's implementation of such action and IBM elects to proceed, IBM shall promptly reimburse Equifax for such amounts actually incurred by Equifax; provided, however, that in each instance in this SECTION 3.8(d) that Equifax provides IBM an estimate of the financial impact of an action by IBM on Equifax, the amounts recoverable from IBM by Equifax in each such instance shall not exceed the amount of the written estimate provided to IBM for each such instance. e) IBM will provide to Equifax, and update as changes occur, a listing of all Software by name, Maintenance Release and Version promoted into production on each Machine at each location of the Machines.maintenance