Common use of Term Termination Survival Clause in Contracts

Term Termination Survival. (a) The term of this Agreement will begin as of the Effective Time and will expire two (2) years from the Effective Time, unless sooner terminated as provided below. (b) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the recipient of a particular service, may, at its option, upon no less than sixty (60) days prior written notice to the other (or such other period as the parties may mutually agree in writing), direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will continue in full force and effect with respect to any services not terminated. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the provider or recipient of a particular service, may terminate a particular service being provided under an applicable Exhibit if the other party materially breaches any of the terms hereof or of such applicable Exhibit if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding Section 9(a) above, this Agreement may be terminated in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice to the other if the other becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in control. (e) Upon any termination or expiration pursuant to this Section 9, Equifax and Certegy shall be compensated for all services performed to the date of termination or expiration in accordance with the provisions of this Agreement, and Equifax and Certegy, as the case may be, will consider hiring (but shall not be obligated to hire) certain employees of the other identified by the other prior to the termination or expiration to the extent that Equifax or Certegy, as the case may be, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreement. (f) Upon termination or expiration of this Agreement (or an Exhibit, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (ii) as set forth in the provisions of this Agreement which are specifically designated herein as surviving such termination or expiration.

Term Termination Survival. (a) The Unless otherwise noted in a Schedule 1(a), the term of this Agreement will begin as of shall commence on the Effective Time date hereof and will expire two shall remain in effect until July 31, 2018 (2the “Term”) years from the Effective Time, unless sooner terminated as provided below. earlier (bi) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the recipient of a particular service, may, by Buyer upon at its option, upon no less than sixty least thirty (6030) days prior written notice to Service Provider; (ii) pursuant to Section 6(b); or (iii) or as may be agreed to in writing by the Parties. The last day of the Term is referred to herein as the “Expiration Date.” (b) Either Party may terminate this Agreement if the other Party commits a material breach hereof, (including any failure by the Service Recipient to pay for Charges within thirty (30) days of the date the invoice was delivered to Buyer), and such breaching party fails to cure said breach in all material respects within twenty (20) days (or two (2) business days for a failure to timely pay Charges) after being given written notice of the breach. (c) Buyer may terminate a Service upon at least thirty (30) days prior written notice to Service Provider. Upon termination of a Service by Buyer, the relevant Schedule 1(a) shall be deemed amended to delete such Service as of the effective date of termination of the Service, and this Agreement shall be of no further force and effect with respect to such Service, other than those provisions which survive termination as set forth in Section 6(e). (d) For a period as of thirty (30) days after the parties may mutually agree termination of this Agreement or a Service, Service Provider shall cooperate in writinggood faith with Buyer and its Affiliates to take actions reasonably requested by Buyer, solely at Buyer’s cost and expense (unless the Buyer terminates this Agreement pursuant to Section 6(b) hereof, but then subject to all of the limitations on liability set forth herein), direct to enable it to make alternative arrangements for the other provision of services substantially consistent with or replacing the Services provided pursuant to no longer provide this Agreement. Upon termination of a Service with respect to which Service Provider, its Affiliates or Third Party Providers holds books, records or files, including current or archived copies of computer files, owned by Buyer or its Affiliates and used by Service Provider, its Affiliates or its Third Party Providers in connection with the provision of a Service to a Service Recipient, Service Provider will return all of such servicebooks, records or files as soon as reasonably practicable. Notwithstanding anything Service Provider may retain books, records and files (i) as necessary to comply with applicable Laws or court orders and (ii) to the contrary contained extent they are not accessible in an Exhibitthe ordinary course and have become included in automatic “backups” by routine procedures or by electronic communication or information management systems without the requirement to “scrub” such systems or its backup servers. Any books, records or files retained by Service Provider pursuant to the sixty (60) days minimum notice requirement contained preceding sentence shall remain subject to the use and confidentiality restrictions in this Agreement until such books, records or files are destroyed by Service Provider in accordance with its own information technology and record retention policies and applicable Law. (e) The following Sections shall survive any termination, cancellation or expiration of this Agreement or a particular Service: Section 9(b) may not be shortened4 and Section 5 (in each case, unless an Exhibit states explicitly that to the minimum notice requirement contained in extent of Charges and taxes accrued prior to termination, cancellation or expiration), Section 6(d), this Section 9(b6(e), Section 7(e), Sections 7(f) shall not apply– 7(h), and Sections 8 through 27. In For clarity and avoidance of doubt, in the event of any termination with respect to one or more, more but less than all, services to be provided hereunderall Services, this Agreement will shall continue in full force and effect with respect to any services Services not terminatedterminated thereby. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the provider or recipient of a particular service, may terminate a particular service being provided under an applicable Exhibit if the other party materially breaches any of the terms hereof or of such applicable Exhibit if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding Section 9(a) above, this Agreement may be terminated in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice to the other if the other becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in control. (e) Upon any termination or expiration pursuant to this Section 9, Equifax and Certegy shall be compensated for all services performed to the date of termination or expiration in accordance with the provisions of this Agreement, and Equifax and Certegy, as the case may be, will consider hiring (but shall not be obligated to hire) certain employees of the other identified by the other prior to the termination or expiration to the extent that Equifax or Certegy, as the case may be, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreement. (f) Upon termination or expiration of this Agreement (or an Exhibit, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (ii) as set forth in the provisions of this Agreement which are specifically designated herein as surviving such termination or expiration.

Term Termination Survival. (a) The term of this Agreement will begin as shall be for a period commencing on the Effective Date and ending on the [***] anniversary of the Effective Time Date (the “Term”); provided, however, that in the event Xxxxxxx is paid an aggregate amount of (i) [***] hereunder by the Company during the final twelve (12) month period of the Term or (ii) [***] hereunder by the Company during the Term, the Company shall have the right, but not the obligation, to extend the Term for an additional [***] period (the “Extension Period”) on the terms and will expire two conditions set forth herein (2) years from the Effective Time“Extension Right”); provided, unless sooner terminated as provided belowfurther, however, that the Company shall have the Extension Right during the Term and each Extension Period (if any). (b) Notwithstanding Section 9(a) above, either Equifax or Certegy, as This Agreement may be terminated at any time by the recipient mutual written consent of a particular service, may, at its option, upon no less than sixty (60) days prior written notice to the other (or such other period as the parties may mutually agree in writing), direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will continue in full force and effect with respect to any services not terminatedhereto. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as Either party shall have the provider or recipient of a particular service, may right to terminate a particular service being provided under an applicable Exhibit this Agreement if the other party materially breaches any material term or condition of the terms hereof or this Agreement that is capable of being cured and fails to cure such applicable Exhibit if the breach is not cured within thirty (30) days after written notice of breach is delivered to from the non-breaching party; provided, however, that the non-breaching party shall extend the deadline for curing any breach appropriately if the breach it is not capable of being cured but not reasonably within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding In the event the Agreement is terminated due to a breach by the Company, (i) the Company shall immediately discontinue the use or display of Commercials or any Xxxxxxx Indicia in any of the Company’s promotions or advertising or marketing campaigns and (ii) the restrictive covenants set forth in Section 9(a16 and 20 shall terminate. *** Confidential Information Redacted (e) above, this This Agreement may be terminated in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period Xxxxxxx and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, GFV upon written notice to the other Company if the other Company becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditorsseeks protection under bankruptcy, receivership, trust deed, creditor arrangement, composition or comparable proceeding, or if any such proceeding is placed in receivership, reorganization, liquidation or bankruptcy; instituted against the Company and not dismissed within ninety (iv90) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in controldays. (ef) Upon any termination In the event that the Agreement is terminated due to breach by Xxxxxxx or expiration pursuant to this GFV, the restrictive covenants in Section 9, Equifax 16 and Certegy 20 shall be compensated for all services performed to the date of termination or expiration survive in accordance with the terms and conditions herein. (g) The provisions of this AgreementSections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, and Equifax 31 shall survive any expiration or termination of this Agreement for any reason in accordance with the terms and Certegyconditions herein. (h) In the event that the Agreement is terminated, (i) Xxxxxxx and/or GFV, as the case may be, will consider hiring (but shall not be obligated to hire) certain employees of the other identified by the other prior immediately return to the termination Company all Confidential Information (as defined below) in its possession or expiration control, and shall provide the Company with a written certification as to the extent that Equifax return of such Confidential Information, (ii) pursuant to Section 7(c) or CertegySection 7(f), the Company shall make any payments hereunder in accordance with Section 4(b) and Section 4(c), as the case may beapplicable, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreement. (f) Upon termination or expiration of this Agreement (or an Exhibit, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of such termination or expirationto Xxxxxxx and GFV, and all payments obligations shall cease as of such date of termination, and (iiiii) pursuant to Section 7(c), Section (d), or Section 7(e), the Company shall make any payments hereunder in accordance with Section 4(b) and Section 4(c), as set forth in the provisions of this Agreement which are specifically designated herein as surviving such termination or expirationapplicable, to Xxxxxxx and GFV.

Term Termination Survival. (a) The term of this Agreement will begin as shall be for a period commencing on the Effective Date and ending on the third (3rd) anniversary of the Effective Time Date (the “Term”); provided, however, that in the event Fxxxxxx is paid an aggregate amount of (i) $300,000 hereunder by the Company during the final twelve (12) month period of the Term or (ii) $500,000 hereunder by the Company during the Term, the Company shall have the right, but not the obligation, to extend the Term for an additional three (3) year period (the “Extension Period”) on the terms and will expire two conditions set forth herein (2) years from the Effective Time“Extension Right”); provided, unless sooner terminated as provided belowfurther, however, that the Company shall have the Extension Right during the Term and each Extension Period (if any). (b) Notwithstanding Section 9(a) above, either Equifax or Certegy, as This Agreement may be terminated at any time by the recipient mutual written consent of a particular service, may, at its option, upon no less than sixty (60) days prior written notice to the other (or such other period as the parties may mutually agree in writing), direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will continue in full force and effect with respect to any services not terminatedhereto. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as Either party shall have the provider or recipient of a particular service, may right to terminate a particular service being provided under an applicable Exhibit this Agreement if the other party materially breaches any material term or condition of the terms hereof or this Agreement that is capable of being cured and fails to cure such applicable Exhibit if the breach is not cured within thirty (30) days after written notice of breach is delivered to from the non-breaching party; provided, however, that the non-breaching party shall extend the deadline for curing any breach appropriately if the breach it is not capable of being cured but not reasonably within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding In the event the Agreement is terminated due to a breach by the Company, (i) the Company shall immediately discontinue the use or display of Commercials or any Fxxxxxx Indicia in any of the Company’s promotions or advertising or marketing campaigns and (ii) the restrictive covenants set forth in Section 9(a16 and 20 shall terminate. (e) above, this This Agreement may be terminated in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period Fxxxxxx and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, GFV upon written notice to the other Company if the other Company becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditorsseeks protection under bankruptcy, receivership, trust deed, creditor arrangement, composition or comparable proceeding, or if any such proceeding is placed in receivership, reorganization, liquidation or bankruptcy; instituted against the Company and not dismissed within ninety (iv90) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in controldays. (ef) Upon any termination In the event that the Agreement is terminated due to breach by Fxxxxxx or expiration pursuant to this GFV, the restrictive covenants in Section 9, Equifax 16 and Certegy 20 shall be compensated for all services performed to the date of termination or expiration survive in accordance with the terms and conditions herein. (g) The provisions of this AgreementSections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, and Equifax 31 shall survive any expiration or termination of this Agreement for any reason in accordance with the terms and Certegyconditions herein. (h) In the event that the Agreement is terminated, (i) Fxxxxxx and/or GFV, as the case may be, will consider hiring (but shall not be obligated to hire) certain employees of the other identified by the other prior immediately return to the termination Company all Confidential Information (as defined below) in its possession or expiration control, and shall provide the Company with a written certification as to the extent that Equifax return of such Confidential Information, (ii) pursuant to Section 7(c) or CertegySection 7(f), the Company shall make any payments hereunder in accordance with Section 4(b) and Section 4(c), as the case may beapplicable, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreement. (f) Upon termination or expiration of this Agreement (or an Exhibit, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of such termination or expirationto Fxxxxxx and GFV, and all payments obligations shall cease as of such date of termination, and (iiiii) pursuant to Section 7(c), Section (d), or Section 7(e), the Company shall make any payments hereunder in accordance with Section 4(b) and Section 4(c), as set forth in the provisions of this Agreement which are specifically designated herein as surviving such termination or expirationapplicable, to Fxxxxxx and GFV.

Term Termination Survival. (a) The term of this 3.1. This Agreement will begin as of shall commence on the Effective Time and will expire two (2) years from the Effective Time, unless sooner terminated as provided below. (b) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the recipient of a particular service, may, at its option, upon no less than sixty (60) days prior written notice to the other (or such other period as the parties may mutually agree in writing), direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will continue in full force and effect with respect to any services not terminated. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the provider or recipient of a particular service, may terminate a particular service being provided under last date an applicable Exhibit if the other party materially breaches any of the terms hereof or of such applicable Exhibit if the breach Order is not cured within thirty signed (30“Effective Date”) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding Section 9(a) above, this Agreement may be terminated remain in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice to the other if the other becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such effect until termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in control. (e) Upon any termination or expiration pursuant to this Section 9, Equifax and Certegy shall be compensated for all services performed to the date of termination or expiration in accordance with the provisions of this Agreement. The term for an applicable Order shall commence on the date executed by the Parties and continue for the period as set forth in such Order. For the avoidance of doubt, in the event that any Services are delivered outside the term length of the applicable Order or Sysnet Global Solutions Master Agreement such Order does not reference any governing terms and conditions, the terms and conditions of this Agreement shall apply to that Order and until the Services have been fully performed or otherwise terminated. 3.2. Either Party shall have the right to terminate this Agreement, Order, or any applicable Service for cause if the other Party materially breaches this Agreement, and Equifax the breaching Party does not cure such breach within thirty (30) days after receipt of written notice of such breach. 3.3. Xxxxxx may terminate this Agreement, any Service or Order for cause if: (a) Client fails to pay Sysnet when fees are due within thirty (30) days of Sysnet providing Client notice of non-payment; (b) the Services require third-party products or services which either: (i) substantially change in scope and/or price or (ii) Sysnet no longer has access to such third-party product or services; (c) Client (i) becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority (ii) becomes subject to any bankruptcy or insolvency proceeding, or (iii) terminates or suspends its business. 3.4. Within seven (7) business days of termination of this Agreement or applicable Order, Client shall at Client’s sole expense return any Sysnet Device to Sysnet at the address listed in this Agreement or a different address indicated by Xxxxxx in writing. Risk of loss or damage to the Sysnet Device shall pass on delivery to Sysnet and CertegyClient shall be required to reimburse Sysnet for any damage to Sysnet Device(s) sustained in transit. If the Sysnet Device is not returned by Client within the seven (7) business day period or is not in the same condition in which received by Client, unless otherwise specified in an Order, Client will be responsible for the then-current replacement costs of such Sysnet Device and agrees to pay such replacement costs within thirty (30) days of the termination of this Agreement or Services. 3.5. If Client terminates this Agreement, Service or Order for any reason, Client shall pay Sysnet for all Services performed by Sysnet through the date of termination that have not been previously paid. If Client terminates this Agreement, any Service or Order other than for cause, then Client shall pay Sysnet, as an early termination fee and not as a penalty, an amount equal to the case may be, will consider hiring (but shall not be obligated to hire) certain employees sum of the other identified by fees for the other prior to remainder of the termination or expiration to term of the extent that Equifax or Certegy, as the case may be, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreementapplicable Order. (f) Upon 3.6. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement (or an ExhibitOrder, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive any such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (ii) as set forth in the provisions expiration of this Agreement which are specifically designated herein as surviving such termination or expirationOrder.

Term Termination Survival. This Agreement shall be effective from the date of execution and shall continue until the earlier to occur of: (i) May 1, 2004; or (ii) termination by either party as provided in this PARAGRAPH 12. This Agreement may be terminated upon the occurrence of any of the following conditions: (a) The term By either party immediately: (1) upon written notice from the non-breaching party to the breaching party, in the event of material breach of any provision of this Agreement will begin as (other than those events described in PARAGRAPHS 12(b) and 12(c) below), if such material breach has not been cured within 24 hours of an earlier written notice specifying the nature of the Effective Time and will expire two breach; (2) years from in the Effective Timeevent that either party to this Agreement shall: (i) commence a voluntary case or other proceeding seeking liquidation, unless sooner terminated reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or in the future in effect, (ii) seek the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (iii) make a general assignment for the benefit of creditors, (iv) fail generally to pay its debts as provided belowthey become due, or (v) take any corporate action to authorize any of the foregoing; or (3) in the event that an involuntary case or other proceeding shall be commenced against either party to this Agreement seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or in the future in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or any order for relief shall be entered against any party to this Agreement under the federal bankruptcy laws. (b) Notwithstanding Section 9(aImmediately upon written notice by Texas Capital: (1) aboveif the Reserve Account balance falls below $1,000,000 and ACE has not replenished such account balance to at least $1,000,000 by 11:00 a.m. on the Business Day following the Business Day of such deficiency; (2) upon cancellation, either Equifax reduction or Certegynon-renewal of insurance required to be carried by ACE pursuant to PARAGRAPH 11 above unless such insurance is replaced by a carrier, as on terms, reasonably acceptable to Texas Capital; (3) upon 24 hours notice from Texas Capital to ACE that Texas Capital has decided to terminate this Agreement for any reason; (4) upon Texas Capital's determination that it needs the recipient Cash to meet depositor demand; or (5) upon receipt of notice from ACE that it cannot comply with regulatory requirements referenced in PARAGRAPH 2(j) of this Agreement. (c) If Texas Capital determines in its reasonable discretion that a particular servicebreach has occurred under PARAGRAPHS 2(e), may, at its option, 2(f) or 2(g): (1) Texas Capital may terminate this Agreement immediately upon no less than sixty (60) days prior written notice to ACE, if Texas Capital has further determined (in its reasonable discretion and in good faith) such breach was intentional on the part of ACE; or (2) Texas Capital may terminate this Agreement immediately upon written notice to ACE, if there are any changes to Regulation D of the Board of Governors of the Federal Reserve that either (A) prohibit Texas Capital from performing under the Agreement, or (B) cause performance by Texas Capital under the Agreement to become, in its reasonable discretion, economically infeasible, unless ACE consents and agrees to pay to Texas Capital the economic consequences of such change. (d) ACE may terminate this Agreement immediately upon 24 hours written notice to Texas Capital for any reason and ACE shall only be liable for the fees and expenses described on ANNEX III hereto. In all other cases, Texas Capital may: (or i) suspend its obligations under PARAGRAPH 3(a) if such other period breach remains unremedied for 24 hours following notice by Texas Capital to ACE of such breach (the "DEFAULT NOTICE"); and (ii) immediately terminate this Agreement if such breach remains unremedied for 24 hours following the date of the Default Notice by Texas Capital to ACE. Upon termination of this Agreement as provided in this PARAGRAPH 12, ACE shall immediately, following demand by Texas Capital, cause each Covered SSM to be available so Contractor can redeliver the Cash and ICB Checks as provided in PARAGRAPH 4 above. ACE shall be responsible and liable for: (i) collecting and delivering to Texas Capital all ICB Checks and Settlement Funds, if any, in the possession of ACE; and (ii) using its best commercially reasonable efforts to insure that no one interferes with Contractor such that Contractor can redeliver Cash and deliver ICB Checks to Texas Capital in accordance with the terms of this Agreement. Notwithstanding the termination of this Agreement as provided in this PARAGRAPH 12, the obligations of the parties may mutually agree in writing)hereto under PARAGRAPHS 4, direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit6, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened7, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) 8, 9, 10 and 12 shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will survive and continue in full force and effect with respect to any services not terminated. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, so long as the provider or recipient of a particular service, may terminate a particular service being provided under an applicable Exhibit if the other party materially breaches any of the terms hereof such obligations remain outstanding, unperformed or of such applicable Exhibit if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding Section 9(a) above, this Agreement may be terminated in its entirety in accordance with any of the following: (i) unpaid. Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice to the other if the other becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in control. (e) Upon any termination or expiration pursuant to this Section 9, Equifax and Certegy shall be compensated for all services performed to the date of termination or expiration in accordance with the provisions of this Agreement, all fees and Equifax expenses payable under ANNEX III shall be fully earned and Certegy, as payable upon the case may be, will consider hiring (but shall not be obligated to hire) certain employees execution of the other identified by the other prior to the termination or expiration to the extent that Equifax or Certegy, as the case may be, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreement. (f) Upon termination or expiration of this Agreement (or an Exhibit, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (ii) as set forth in the provisions of this Agreement which are specifically designated herein as surviving such termination or expiration.

Term Termination Survival. (a) The term of this 3.1. This Agreement will begin as of shall commence on the Effective Time and will expire two (2) years from the Effective Time, unless sooner terminated as provided below. (b) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the recipient of a particular service, may, at its option, upon no less than sixty (60) days prior written notice to the other (or such other period as the parties may mutually agree in writing), direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will continue in full force and effect with respect to any services not terminated. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the provider or recipient of a particular service, may terminate a particular service being provided under last date an applicable Exhibit if the other party materially breaches any of the terms hereof or of such applicable Exhibit if the breach Order is not cured within thirty signed (30“Effective Date”) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding Section 9(a) above, this Agreement may be terminated remain in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice to the other if the other becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such effect until termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in control. (e) Upon any termination or expiration pursuant to this Section 9, Equifax and Certegy shall be compensated for all services performed to the date of termination or expiration in accordance with the provisions of this Agreement. The term for an applicable Order shall commence on the date executed by the Parties and continue for the period as set forth in such Order. For the avoidance of doubt, in the event that any Services are delivered outside the term length of the applicable Order or such Order does not reference any governing terms and conditions, the terms and conditions of this Agreement shall apply to that Order and until the Services have been fully performed or otherwise terminated. 3.2. Either Party shall have the right to terminate this Agreement, Order, or any applicable Service for cause if the other Party materially breaches this Agreement, and Equifax the breaching Party does not cure such breach within thirty (30) days after receipt of written notice of such breach. 3.3. Sysnet may terminate this Agreement, any Service or Order for cause if: (a) Client fails to pay Sysnet when fees are due within thirty (30) days of Sysnet providing Client notice of non-payment; (b) the Services require third-party products or services which either: (i) substantially change in scope and/or price or (ii) Sysnet no longer has access to such third-party product or services; (c) Client (i) becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority (ii) becomes subject to any bankruptcy or insolvency proceeding, or (iii) terminates or suspends its business. 3.4. Within seven (7) business days of termination of this Agreement or applicable Order, Client shall at Client’s sole expense return any Sysnet Device to Sysnet at the address listed in this Agreement or a different address indicated by Sysnet in writing. Risk of loss or damage to the Sysnet Device shall pass on delivery to Sysnet and CertegyClient shall be required to reimburse Sysnet for any damage to Sysnet Device(s) sustained in transit. If the Sysnet Device is not returned by Client within the seven (7) business day period or is not in the same condition in which received by Client, unless otherwise specified in an Order, Client will be responsible for the then-current replacement costs of such Sysnet Device and agrees to pay such replacement costs within thirty (30) days of the termination of this Agreement or Services. 3.5. If Client terminates this Agreement, Service or Order for any reason, Client shall pay Sysnet for all Services performed by Sysnet through the date of termination that have not been previously paid. If Client terminates this Agreement, any Service or Order other than for cause, then Client shall pay Sysnet, as an early termination fee and not as a penalty, an amount equal to the case may be, will consider hiring (but shall not be obligated to hire) certain employees sum of the other identified by fees for the other prior to remainder of the termination or expiration to term of the extent that Equifax or Certegy, as the case may be, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreementapplicable Order. (f) Upon 3.6. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement (or an ExhibitOrder, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive any such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (ii) as set forth in the provisions expiration of this Agreement which are specifically designated herein as surviving such termination or expirationOrder.

Term Termination Survival. (a) The term of this 3.1. This Agreement will begin as of shall commence on the Effective Time and will expire two (2) years from the Effective Time, unless sooner terminated as provided below. (b) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the recipient of a particular service, may, at its option, upon no less than sixty (60) days prior written notice to the other (or such other period as the parties may mutually agree in writing), direct the other to no longer provide such service. Notwithstanding anything to the contrary contained in an Exhibit, the sixty (60) days minimum notice requirement contained in this Section 9(b) may not be shortened, unless an Exhibit states explicitly that the minimum notice requirement contained in this Section 9(b) shall not apply. In the event of any termination with respect to one or more, but less than all, services to be provided hereunder, this Agreement will continue in full force and effect with respect to any services not terminated. (c) Notwithstanding Section 9(a) above, either Equifax or Certegy, as the provider or recipient of a particular service, may terminate a particular service being provided under last date an applicable Exhibit if the other party materially breaches any of the terms hereof or of such applicable Exhibit if the breach Order is not cured within thirty signed (30“Effective Date”) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days. (d) Notwithstanding Section 9(a) above, this Agreement may be terminated remain in its entirety in accordance with any of the following: (i) Upon written agreement of the parties; (ii) By either Certegy or Equifax for material breach by the other of any of the terms hereof if the breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice to the other if the other becomes insolvent or makes an assignment of substantially all of its assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations, becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its subsidiaries, but such effect until termination shall be applicable only with respect to services provided by Equifax to the portion of Certegy's businesses that has been affected by the change in control; or (v) By Certegy, upon written notice to Equifax, if for any reason, the ownership or control of Equifax or any of Equifax's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Certegy or one of its subsidiaries, but such termination shall be applicable only with respect to services provided by Certegy to the portion of Equifax's businesses that has been affected by the change in control. (e) Upon any termination or expiration pursuant to this Section 9, Equifax and Certegy shall be compensated for all services performed to the date of termination or expiration in accordance with the provisions of this Agreement. The term for an applicable Order shall commence on the date executed by the Parties and continue for the period as set forth in such Order. For the avoidance of doubt, in the event that any Services are delivered outside the term length of the applicable Order or Sysnet Global Solutions Master Agreement such Order does not reference any governing terms and conditions, the terms and conditions of this Agreement shall apply to that Order and until the Services have been fully performed or otherwise terminated. 3.2. Either Party shall have the right to terminate this Agreement, Order, or any applicable Service for cause if the other Party materially breaches this Agreement, and Equifax the breaching Party does not cure such breach within thirty (30) days after receipt of written notice of such breach. 3.3. Sysnet may terminate this Agreement, any Service or Order for cause if: (a) Client fails to pay Sysnet when fees are due within thirty (30) days of Sysnet providing Client notice of non-payment; (b) the Services require third-party products or services which either: (i) substantially change in scope and/or price or (ii) Sysnet no longer has access to such third-party product or services; (c) Client (i) becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority (ii) becomes subject to any bankruptcy or insolvency proceeding, or (iii) terminates or suspends its business. 3.4. Within seven (7) business days of termination of this Agreement or applicable Order, Client shall at Client’s sole expense return any Sysnet Device to Sysnet at the address listed in this Agreement or a different address indicated by Sysnet in writing. Risk of loss or damage to the Sysnet Device shall pass on delivery to Sysnet and CertegyClient shall be required to reimburse Sysnet for any damage to Sysnet Device(s) sustained in transit. If the Sysnet Device is not returned by Client within the seven (7) business day period or is not in the same condition in which received by Client, unless otherwise specified in an Order, Client will be responsible for the then-current replacement costs of such Sysnet Device and agrees to pay such replacement costs within thirty (30) days of the termination of this Agreement or Services. 3.5. If Client terminates this Agreement, Service or Order for any reason, Client shall pay Sysnet for all Services performed by Sysnet through the date of termination that have not been previously paid. If Client terminates this Agreement, any Service or Order other than for cause, then Client shall pay Sysnet, as an early termination fee and not as a penalty, an amount equal to the case may be, will consider hiring (but shall not be obligated to hire) certain employees sum of the other identified by fees for the other prior to remainder of the termination or expiration to term of the extent that Equifax or Certegy, as the case may be, does not contract with third parties to provide the services rendered by Equifax or Certegy pursuant to this Agreementapplicable Order. (f) Upon 3.6. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement (or an ExhibitOrder, as the case may be), all rights and obligations of the parties under this Agreement (or such Exhibit, as the case may be) will immediately cease and terminate (except for the rights and obligations pursuant to Sections 6 through 9, 14 and 16 through 25, and the definitions required thereby, which will survive any such termination or expiration), and neither party will have any further obligation to the other party with respect to this Agreement (or such Exhibit, as the case may be), except (i) for fees and reimbursable expenses payable to the other party accrued but unpaid at the date of termination or expiration, and (ii) as set forth in the provisions expiration of this Agreement which are specifically designated herein as surviving such termination or expirationOrder.