Common use of Transition Services Clause in Contracts

Transition Services. Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Law.

Transition Services. Provider shall (i) Subject to the terms and conditions of this Section 5(m), the Seller will, for a period of up to 120 days following the Closing, provide to Recipient or the Purchaser a Recipient Partycontinuation of those services that the Seller has provided to the Purchaser at any time since December 1, upon Recipient’s request, reasonable assistance to facilitate 2022 (the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any on the same terms and conditions (including cost) as previously provided between the Seller and the Purchaser; provided however, that: (1) the Seller shall have the right to make such changes to the Transition Services requested by Recipient as are necessary in order to comply with applicable Laws or Permits to which the Seller or its Affiliates is a party or subject; (2) the Seller shall not be responsible for any act or omission of a third party provider and the Purchaser’s sole and exclusive remedy in respect of such acts or omissions shall be deemed “the Seller’s use of commercially reasonable efforts to cause such third party to perform or re-perform the Transition Services and/or to seek available remedies under the applicable Contract with such third party provider; (3) nothing contained in this Section 5(m) shall require the Seller to provide any services that would constitute the provision of any legal or tax advice or regulated activity, or that would create deficiencies in the Seller’s controls over financial information or adversely affect the maintenance of the Seller’s financial books and records; and (4) in no event shall the Seller be obligated to hire replacements for employees providing Transition Services that resign, retire or are terminated; provided, however, that in such case, the Seller will use commercially reasonable efforts to provide the applicable Transition Services.” To (ii) The aggregate liability of Seller in connection with the extent there are performance of the Transition Services shall not already service levels applicable exceed the total fees actually paid or payable by the Purchaser to Seller in respect of the Transition Services. Notwithstanding anything else in this Agreement to the contrary, and solely with respect to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but Seller shall not be less favorable than liable for any special, indirect, punitive or consequential damages which substantially arise out of, relate to or are a consequence of the most-favorable service level applicable to any other customer performance of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided except in the event of the Seller’s gross negligence, willful misconduct or fraud. Seller acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 5(m) were not performed by Provider them in accordance with Section 4.1(b). Failure the terms hereof or were otherwise breached and that the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the Parties provisions of this Section 5(l) and to agree on a service level for Transition Services shall enforce specifically the provisions of this Section 5(m) (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, and Sxxxxx further agrees not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject raise any objections to the other availability of the equitable remedy of specific performance to prevent or restrain breaches of this Section 5(m) by the Seller, and to specifically enforce the terms and conditions provisions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose5(m), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and . (iii) disclosure The Purchaser may terminate all or any portion of the Transition Services before the expiration of such data to a Recipient Party or third Person120-day period, as the case may be, in accordance with this Agreement does not violate the terms by delivering written notice of use or terms of service under which such data was collected, or (b) any other information or materials, termination to the extent that disclosure Seller. (iv) Nothing in this Section 5(m) shall grant or transfer any rights, title or interests in any Intellectual Property invented or created before, on or after the Closing by or on behalf of such other information the Seller or materials its Affiliates or otherwise controlled by or licensed to a Recipient Party the Seller or such third Person, as its Affiliates. (v) The Purchaser shall pay any applicable costs invoiced to the case may be, would violate applicable LawPurchaser by the Seller within 30 days after receipt thereof by wire transfer of immediately available funds to an account designated by the Seller in writing.

Transition Services. Provider (a) Upon the terms and subject to the conditions set forth in this Agreement, Inpixon shall provide provide, or cause one or more of its Representatives to provide, to the applicable CXApp Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any each of the services set forth on Schedule A attached hereto (hereinafter referred to individually as a “CXApp Transition Service”, and collectively as the “CXApp Transition Services”), at the corresponding costs set forth on Schedule A, and the CXApp Recipient agrees to receive the CXApp Transition Services and pay the costs therefor during the time period specified for each such CXApp Transition Service in such Schedule or for such other time period as permitted pursuant to this Agreement (hereinafter referred to collectively as the “CXApp Service Periods” for all of the CXApp Transition Services, and individually a “CXApp Service Period” for each CXApp Transition Service). The Parties may amend the scale and scope of the CXApp Transition Services from time to time upon mutual agreement by executing a signed amendment to Schedule A. (b) Upon the terms and subject to the conditions set forth in this Agreement, CXApp shall provide, or any portion thereof) cause one or more of its Representatives to provide, to the applicable Inpixon Recipient each of the services set forth on Schedule B attached hereto (hereinafter referred to individually as a Recipient Party’s own service or a replacement service provider designated by Recipient (“Inpixon Transition Service”, and collectively as the “Inpixon Transition Services”, and, together with the CXApp Transition Services, the “Transition Services”). For clarity, any at the corresponding costs set forth on Schedule B, and the Inpixon Recipient agrees to receive the Inpixon Transition Services requested by Recipient shall be deemed and pay the costs therefor during the time period specified for each such Inpixon Transition Service in such Schedule or for such other time period as permitted pursuant to this Agreement (hereinafter referred to collectively as the “Services.Inpixon Service Periods” To for all of the extent there are not already service levels applicable to the Inpixon Transition Services, and individually a “Inpixon Service Period” for each Inpixon Transition Service, and, together with the CXApp Service Periods, the “Service Periods”). The Parties may amend the scale and scope of the Inpixon Transition Services from time to time upon mutual agreement by executing a signed amendment to Schedule B. (c) If, during the Term, Recipient identifies in good faith any service that was provided by Provider or one of its Affiliates (excluding the Recipient’s Group) to the Enterprise Apps Business (as defined in the Separation and Distribution Agreement) in the case of a CXApp Recipient or the Inpixon Retained Business (as defined in the Separation and Distribution Agreement) in the case of an Inpixon Recipient, as applicable (the “Applicable Business”), prior to the Effective Date that is not listed on Schedule A or Schedule B, as applicable, and is necessary to (i) effectuate the Separation or (ii) operate the Applicable Business (an “Omitted Service”), then Recipient shall notify Provider thereof and the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, shall cooperate in good faith in determining whether there is a mutually acceptable arm’s length basis on which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider one Party will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject Omitted Service to the other terms and conditions of this Agreement. Transition Services Party in exchange for a fee which shall be set forth on an amended Schedule A or Schedule B as may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Lawbe applicable.

Transition Services. (a) On the terms and subject to the conditions of this Agreement, Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of services set forth in Exhibit A (the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any ) to Recipient and its Affiliates. (b) The Transition Services requested provided under this Agreement will be provided at a substantially similar level (type, frequency, quality, timeliness) and in a substantially similar manner as such services were performed by Provider with respect to the Recipient Business over the twelve (12) month period immediately prior to the Distribution Date. Recipient shall not resell, assign or subcontract any of the Transition Services to any Person whatsoever or permit the use of the Transition Services by any other Person (other than its Affiliates). (c) Provider may perform its obligations through its Affiliates and/or Persons that are unaffiliated with any Party hereto (each, a “Third Party”); provided that Provider shall not be deemed “Servicesrelieved of its obligations under this Agreement by use of such Affiliates and/or Third Parties and shall be responsible for compliance with the terms hereof by such Affiliates and/or Third Parties.” To (d) Without limiting Provider’s obligations pursuant to Section 2.1(b) or otherwise under this Agreement, Recipient acknowledges that Provider may be providing similar services and/or services that involve the extent there are not already service levels applicable same resources as those used to provide the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels its other businesses and/or Third Parties. (e) Provider may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to suspend any other customer or all of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, to the extent and for the period it determines in good faith that the provision of such Transition Service(s) hereunder would violate any Law applicable to Provider. If Provider becomes aware of any such actual or potential violation, Provider shall promptly notify Recipient in writing of such violation and the Parties shall work together in good faith to seek and implement a reasonable alternative arrangement that resolves such violation, including provision of the applicable Transition Service through a Third Party. For the avoidance of doubt, Recipient shall not be obligated to pay any Fees in connection with any such suspended Transition Services during the period such services are not provided (other than Fees owed for such Transition Services shall rendered by but not paid for prior to such suspension). (f) Recipient acknowledges and agrees that Provider is not in the business of providing services and that the Transition Services will be provided by Provider to Recipient in accordance with Section 4.1(b)connection with, and in order to facilitate, the Spin-Off. Failure of This Agreement is not intended by the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to have Provider manage and operate the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable LawBusiness.

Transition Services. Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate (a) During the smooth transition of any of the Services Term (or any portion thereofas defined below) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement, Iconix shall provide, or cause to be provided, the services set forth on Schedule A attached hereto (the “Transition Services”) to the Purchased Companies and the SSC Purchased Company in support of the Businesses. All of the Transition Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. Purchaser shall not resell or assign any of the Transition Services to any Third Party whatsoever or permit the use of the Transition Services by any Third Party other than the Purchaser, the Purchased Companies, the SSC Purchased Company and DHX, in each case in connection with the conduct of the Businesses. (b) Iconix shall perform, or shall cause to be performed, the Transition Services in a timely and professional manner, at a level of service consistent with that provided by Iconix or its Affiliates to the Businesses immediately preceding the Closing, and in accordance with the specifications set forth with respect to such Transition Service on Schedule A. Iconix shall have the right, in its reasonable discretion and subject to Section 7 of this Agreement, to designate which personnel shall be assigned to perform the Transition Services, and shall have the right, in its reasonable discretion and upon ten (10) days’ prior written notice to Purchaser (provided doing so is practical under the circumstances), to remove and replace any such personnel. Subject to Section 7 of this Agreement, Iconix shall determine the means and resources used to provide the Transition Services and may includeupon ten (10) days’ prior written notice to Purchaser (provided doing so is practical under the circumstances), elect to modify or replace at any time (i) its policies and procedures, (ii) any Third Party that provides any Transition Services, (iii) the location from which any Transition Service is provided, or (iv) the intellectual property rights, information technology, products and services used to provide the Transition Services. Subject to the foregoing, Iconix shall assign, or shall cause to be assigned, as applicable, such sufficient resources and qualified personnel as may be reasonably requested by Recipient, refunding required to Recipients’ End Customers perform the balance Transition Services in accordance with the terms and conditions of their accounts on this Agreement. (c) Purchaser acknowledges and agrees that Iconix’s performance of the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider Transition Services is subject to the relevant Recipient Party cooperation of Purchaser, the Purchased Companies, and the SSC Purchased Company and the timely performance of actions by Purchaser, the Purchased Companies, and the SSC Purchased Company is necessary to allow performance of the Transition Services. In furtherance of the foregoing, Purchaser agrees that Iconix shall not be deemed to be in breach of its obligations hereunder to the extent a failure to perform such obligations is caused by any failure or delay of the Purchaser, a Purchased Company, or the SSC Purchased Company to one satisfy the foregoing obligations. Neither Iconix nor any of its Affiliates shall be liable for any action or more third Persons designated inaction to the extent taken or omitted to be taken by Recipientit pursuant to the instructions received from Purchaser, a Purchased Company, and/or the SSC Purchased Company. (d) Iconix represents, warrants and agrees that the Transition Services shall be provided to Purchaser in good faith, in accordance with Law and in a manner consistent with the mannerhistorical provision of the Transition Services and with the same standard of care as historically provided when the services were rendered on behalf of Iconix or its Affiliates, methodswhich shall be no less than a reasonable standard of care. (e) During the Term, format(s) Iconix and at the time(s) that Recipient Purchaser shall, and shall cause their respective Affiliates, as applicable, to cooperate reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but and in good faith in all cases matters relating to the provision and receipt of the Transition Services. Purchaser acknowledges and agrees that Iconix and its Affiliates are not in the business of providing services to Third Parties, and the Transition Services provided hereunder are transitional in nature and are furnished by Iconix and its Affiliates solely for the purpose of enabling a Recipient Party facilitating the orderly transition of the Purchased Companies and SSC Purchased Company to receive Purchaser. Purchaser acknowledges and agrees that the Transition Services provided hereunder shall not be deemed to be exclusive, and Iconix or its Affiliates may be providing similar services, and/or services comparable to that involve the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation same resources as those used to provide any Recipient Party or any third Person with any the Transition Services, to other Persons, Iconix and/or its Affiliates. (af) Highly Sensitive Information pursuant Purchaser acknowledges and agrees that certain of the Transition Services have been, and will continue to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, provided (in accordance with this Agreement) to Purchaser by Third Parties designated by Iconix. To the extent so provided, Iconix shall use commercially reasonable efforts and shall reasonably consult and cooperate with Purchaser to (i) cause such Third Parties to provide such Transition Services under this Agreement, and/or (ii) enable Purchaser to avail itself of such Transition Services; provided, however, that if any such Third Party is unable or unwilling to provide any such Transition Services notwithstanding such efforts by Iconix, Iconix shall use its commercially reasonable efforts to determine the alternative manner in which such Transition Services can best be provided; and provided, further, that nothing in the preceding sentence shall require Iconix or any of its Affiliates to commence any legal proceeding or other action in connection with its enforcement of its rights under any contract with a Third Party. (g) Purchaser acknowledges that Iconix and its Affiliates will not be obligated to perform any Transition Service after the expiration of such Transition Service as set forth on and subject to Schedule A; provided, however, that if fifteen (15) days prior to such expiration date Purchaser notifies Iconix in writing of Purchaser’s desire that Iconix or its Affiliates continue to perform such Transition Service following the applicable expiration date and Iconix desires to continue to provide such Transition Service, Iconix will negotiate with Purchaser in good faith as to an extension of the time period during which such Transition Service will be provided and the terms and conditions (including applicable fees) of the continued provision of such Transition Service. Notwithstanding the foregoing but subject to the terms and conditions herein, if Iconix materially breaches Section 1(b) of this Agreement does before the expiration of the applicable Transition Service, and Purchaser notifies Iconix accordingly and sets forth with specificity the deficiency before the expiration, Iconix shall promptly correct such deficiency even if the applicable Transition Service has expired. (h) During the Term, if Purchaser desires Iconix or any of its Affiliates to perform or cause to be performed a service that is not violate applicable Lawdescribed on Schedule A as of the Closing Date which (i) was provided by Iconix or its Affiliates to any of the Businesses prior to the Closing, and (iiiii) disclosure is reasonably necessary for the continued conduct of such data Business by Purchaser consistent with the manner in which such Business was conducted by Iconix and its Affiliates prior to the Closing (a Recipient Party or third Person“Requested Service”), as Purchaser shall deliver a written notice to Iconix requesting the case may beRequested Service, including a reasonable description of the Requested Service. Iconix may, solely at its option, determine whether any Requested Service will be provided and, if Iconix agrees that the Requested Service will be provided, the terms and conditions (including applicable fees) of such Requested Service shall be negotiated in accordance with good faith by the Parties. Any such Requested Service so provided by Iconix shall constitute Transition Services under this Agreement does not violate and shall be subject in all respect to the terms provisions of use or terms this Agreement as if fully set forth on Schedule A as of service under which such data was collected, or the Closing. (bi) any other Iconix shall make available on a timely basis to Purchaser all information or materialsand materials reasonably requested by Purchaser, to the extent that disclosure such information and materials are reasonably necessary for the operation of such other information the Businesses or materials relate to a Recipient Party the receipt of the Transition Services by Purchaser, the Purchased Companies or such third Person, as the case may be, would violate applicable LawSSC Purchased Company.

Transition Services. On the terms and subject to the conditions set forth in this Agreement, from the date of the first Transfer of a Current Customer Contract (or Participation Arrangement) until August 31, 2018 or such earlier date as the parties may agree with respect to any Current Customer Contract (the “Cutoff Date”), Service Provider shall will provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of Buyer Parties those services (the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity) identified on Exhibit A hereto, any as such may be amended or supplemented as agreed by the Parties from time to time; provided that such Transition Services requested may only be a service of a type and nature performed by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries Affiliates with respect to any services similar the Transferred Products prior to the applicable Transfer. Service Provider may provide all or part of the Transition Services. If Services through an outsourcing or other third-party provider arrangement or through one or more of its Affiliates to the Parties agree extent Service Provider has retained such outsourcing or other third-party providers consistent with Service Provider’s past practices; provided, however, if the use of such outsourcing or other third-party providers is not consistent with Service Provider’s past practices, Service Provider shall obtain the prior written consent of Buyer to a service level for Transition Services, enter into any such agreement arrangement such consent not to be unreasonably withheld, . Service Provider will provide such in all cases retain responsibility for providing the Transition Services in accordance with to Buyer that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall may be provided by such outsourcing or other third-party providers. Nothing in this Agreement shall require or be interpreted to require Service Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation or its Affiliates to provide a Transition Service to any Buyer Party beyond the scope and content of such Transition Services, provided that such Transition Services shall be subject Service performed by Service Provider or its Affiliates with respect to the other terms and conditions Transferred Products in the period immediately prior to the applicable Transfer or Participation Arrangement. Notwithstanding any provision of this Agreement. , no Transition Services may provided under this Agreement shall include, or shall be construed as reasonably requested by Recipientconstituting, refunding to Recipients’ End Customers the balance of their accounts accounting, legal or tax advice or shall create any fiduciary obligations on the Platform part of Service Provider or any service of its Affiliates to any Person, including to Buyer or offering any of a Recipient Party using the Servicesits Subsidiaries or Affiliates, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party plan trustee or any third Person with customer of any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Lawthem.

Transition Services. Provider (a) During the term of this Agreement as set forth in Section 8 (the “Transition Period”), and subject to the terms and conditions set forth herein, the Providing Party (defined below) shall provide to Recipient or a Recipient the Receiving Party, upon Recipient’s requeston a commercially reasonable efforts basis, the services specified on Annex A hereto (each of the categories described on Annex A, a “Service” and, collectively, the “Services”) from the Closing Date and for the periods after the Closing Date with respect to each such Service as set forth in Annex A, which shall be provided in a manner consistent in all material respects with that provided by Seller or one or more of its Affiliates to the Business immediately prior to the Closing Date. Buyer shall purchase and pay for such Services pursuant to this Section 1(a) as provided for herein. The Services provided by Seller hereunder shall only be made available for, and Buyer shall only be entitled to utilize such Services for, the benefit of the Business. (b) The fees payable for each Service shall be as set forth on Annex A; provided, however, that in the event any fees for Services are not set forth on Annex A, such Services shall be provided on a Cost Recovery Basis, which shall include all expenses, costs, fees, penalties and assessments from the provision of such Services. As used herein, “Cost Recovery Basis” means the aggregate sum (such aggregate sum as determined and calculated by the Providing Party in its reasonable assistance discretion) of all expenses, costs, fees, penalties and assessments resulting from the provision of Services to facilitate the smooth transition Receiving Party by the Providing Party (other than such expenses, costs, fees, penalties and assessments resulting from a breach of (a) this Agreement or any other agreement related to the Services or (b) applicable Legal Requirements, in each case, by the Providing Party), and charges on a “fully loaded basis” directly incurred in connection with performing the Services, including, but not limited to (i) variable and fixed expenses and (ii) any goods and services taxes payable with respect to the applicable Services provided. The Parties acknowledge that some of the Services that may be provided hereunder require instructions and information from the Party receiving such Services (the “Receiving Party”), which shall be provided in sufficient time for the Party providing such Services (the “Providing Party”) or its Affiliates to provide or procure such Services. The Receiving Party shall pay any additional costs or expenses resulting from any failure of the Receiving Party to provide such instructions or information. (c) The Parties shall cooperate and use commercially reasonable efforts to obtain the consent of any licensors of Software or any other third party that may be required in connection with the provision of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarityhereunder; provided, any Transition Services requested by Recipient however, that the Providing Party shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has have no obligation to provide pay money or grant any Recipient Party or accommodation to any third Person with party in order to obtain any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users such consents, except to the extent the Receiving Party agrees to reimburse the Providing Party for any such payment made by the Providing Party at the request of the Receiving Party. If any such third party requires a payment in order to make the Services available to the Receiving Party hereunder, each Party shall promptly notify the other Party of this additional cost and the Parties shall use all reasonable best efforts to provide an alternative arrangement to achieve the results intended (and the Parties shall cooperate with respect thereto). In any such case, the Receiving Party shall have the option to elect (i) to pay any amounts that are required for to be paid to any third party to obtain the purpose consent of engaging such third Persons party in order to provide services comparable to receive the Services (provided that such third Person shall not use such data for any other purpose), hereunder or (ii) that disclosure to terminate any of such data the Services associated with the required consent. (d) The Providing Party shall use commercially reasonable efforts to provide the Services in a Recipient Party or third Personmanner consistent in all material respects with the degree of care, as the case may bediligence, in accordance with this Agreement does not violate applicable Lawpriority, frequency and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, volume provided by Seller prior to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable LawClosing Date (unless expressly specified otherwise in Annex A).

Transition Services. (a) Dover shall, or cause its Affiliates to, provide to Buyer or its Affiliates the services set forth on Exhibits [—] through [—] hereto (the “Dover Provided Services”) pursuant to the terms of this Agreement. For each Dover Provided Service, Exhibits [—] through [—] set forth, among other things, a description of the Dover Provided Service to be provided, the time period during which such Dover Provided Service will be provided, the fees to be paid in respect thereof and any other terms applicable thereto. Notwithstanding anything to the contrary in this Agreement (including any Exhibits), to the extent a service is necessary for the continued conduct of the Acquired Businesses by Buyer consistent with the manner in which the Acquired Businesses were conducted by Dover before the Effective Date and was inadvertently omitted from the Service Schedules, or modification of a Service or the addition of a new Service is necessary for the continued conduct of the Acquired Businesses in compliance with Law, such service or modification shall, upon notice from Buyer, be added to the Service Schedules, shall constitute a Service, and shall have a term and fee consistent with a comparable Service or as otherwise mutually agreed by the Parties. Dover shall, or cause its Affiliates to, perform the Dover Provided Services in a commercially reasonable manner and in accordance with the specifications set forth in the applicable Services Schedule (as such term is defined below); provided, that, to the extent any Dover Provided Services to be performed hereunder were performed by Dover and/or its Affiliates immediately prior to the Effective Date, such Services (as such term is defined below) shall be provided in a manner such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which they were performed by Dover and/or its Affiliates, as applicable, prior to the Effective Date. Dover agrees to, and shall cause its Affiliates to, assign sufficient resources and qualified personnel as are reasonably required to perform the Dover Provided Services in accordance with the standards set forth in the preceding sentence. In providing the Dover Provided Services, Dover and/or its Affiliates shall comply with all applicable Laws. (b) Buyer shall, or cause its Affiliates to, provide to Dover or its Affiliates the services set forth on Exhibits [—] through [—] hereto (the “Buyer Provided Services”) pursuant to the terms of this Agreement. For each Buyer Provided Service, Exhibits [—] through [—] set forth, among other things, a description of the Buyer Provided Service to be provided, the time period during which the Buyer Provided Service will be provided, the fees to be paid in respect thereof and any other terms applicable thereto. Buyer shall, or cause its Affiliates to, perform the Buyer Provided Services in a commercially reasonable manner and in accordance with the specifications set forth in the applicable Services Schedule; provided, that, to the extent any Buyer Provided Services to be performed hereunder were performed by an Acquired Business immediately prior to the Effective Date, such Services shall be provided in a manner such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which they were performed by such Acquired Business prior to the Effective Date. Buyer agrees to, and shall cause its Affiliates to, assign sufficient resources and qualified personnel as are reasonably required to perform the Buyer Provided Services in accordance with the standards set forth in the preceding sentence. In providing the Buyer Provided Services, Buyer and/or its Affiliates shall comply with all applicable Laws. (c) The Parties agree that Provider shall provide not be obligated to perform any Service after the expiration of the service period set forth on the applicable Service Schedule; provided, however, that if Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance desires and Provider agrees to facilitate the smooth transition of continue to perform any of the Services (or any portion thereof) to a Recipient Party’s own after the applicable service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Servicesperiod, the Parties will discuss and agree to shall negotiate in good faith the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreementsuch continued Services, including the applicable fees. Transition Unless otherwise agreed to by the Parties, the Services may includeSchedules, as reasonably requested applicable, shall be deemed to be amended by Recipientthe extension of any such service period, refunding to Recipients’ End Customers and the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider Services provided thereunder shall be subject in all respects to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely provisions of this Agreement for the purpose duration of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoingagreed-upon extension period. (d) The following terms, Provider has no obligation to provide any Recipient Party and their singular or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose)plural, (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, used in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as shall have the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Law.respective meanings set forth below:

Transition Services. Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate (a) During the smooth transition of any of the Services Term (or any portion thereofas defined below) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement, Iconix shall provide, or cause to be provided, the services set forth on Schedule A attached hereto (the “Transition Services”) to the Purchased Companies and the SSC Purchased Company in support of the Businesses. All of the Transition Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. Purchaser shall not resell or assign any of the Transition Services to any Third Party whatsoever or permit the use of the Transition Services by any Third Party other than the Purchaser, the Purchased Companies, the SSC Purchased Company and DHX, in each case in connection with the conduct of the Businesses. (b) Iconix shall perform, or shall cause to be performed, the Transition Services in a timely and professional manner, at a level of service consistent with that provided by Iconix or its Affiliates to the Businesses immediately preceding the Closing, and in accordance with the specifications set forth with respect to such Transition Service on Schedule A. Iconix shall have the right, in its reasonable discretion and subject to Section 7 of this Agreement, to designate which personnel shall be assigned to perform the Transition Services, and shall have the right, in its reasonable discretion and upon ten (10) days’ prior written notice to Purchaser (provided doing so is practical under the circumstances), to remove and replace any such personnel. Subject to Section 7 of this Agreement, Iconix shall determine the means and resources used to provide the Transition Services and may includeupon ten (10) days’ prior written notice to Purchaser (provided doing so is practical under the circumstances), elect to modify or replace at any time (i) its policies and procedures, (ii) any Third Party that provides any Transition Services, (iii) the location from which any Transition Service is provided, or (iv) the intellectual property rights, information technology, products and services used to provide the Transition Services. Subject to the foregoing, Iconix shall assign, or shall cause to be assigned, as applicable, such sufficient resources and qualified personnel as may be reasonably requested by Recipient, refunding required to Recipients’ End Customers perform the balance Transition Services in accordance with the terms and conditions of their accounts on this Agreement. (c) Purchaser acknowledges and agrees that Iconix’s performance of the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider Transition Services is subject to the relevant Recipient Party cooperation of Purchaser, the Purchased Companies, and the SSC Purchased Company and the timely performance of actions by Purchaser, the Purchased Companies, and the SSC Purchased Company is necessary to allow performance of the Transition Services. In furtherance of the foregoing, Purchaser agrees that Iconix shall not be deemed to be in breach of its obligations hereunder to the extent a failure to perform such obligations is caused by any failure or delay of the Purchaser, a Purchased Company, or the SSC Purchased Company to one satisfy the foregoing obligations. Neither Iconix nor any of its Affiliates shall be liable for any action or more third Persons inaction to the extent taken or omitted to be taken by it pursuant to the instructions received from Purchaser, a Purchased Company, and/or the SSC Purchased Company. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated by Recipientas [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (d) Iconix represents, warrants and agrees that the Transition Services shall be provided to Purchaser in good faith, in accordance with Law and in a manner consistent with the mannerhistorical provision of the Transition Services and with the same standard of care as historically provided when the services were rendered on behalf of Iconix or its Affiliates, methodswhich shall be no less than a reasonable standard of care. (e) During the Term, format(s) Iconix and at the time(s) that Recipient Purchaser shall, and shall cause their respective Affiliates, as applicable, to cooperate reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but and in good faith in all cases matters relating to the provision and receipt of the Transition Services. Purchaser acknowledges and agrees that Iconix and its Affiliates are not in the business of providing services to Third Parties, and the Transition Services provided hereunder are transitional in nature and are furnished by Iconix and its Affiliates solely for the purpose of enabling a Recipient Party facilitating the orderly transition of the Purchased Companies and SSC Purchased Company to receive Purchaser. Purchaser acknowledges and agrees that the Transition Services provided hereunder shall not be deemed to be exclusive, and Iconix or its Affiliates may be providing similar services, and/or services comparable to that involve the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation same resources as those used to provide any Recipient Party or any third Person with any the Transition Services, to other Persons, Iconix and/or its Affiliates. (af) Highly Sensitive Information pursuant Purchaser acknowledges and agrees that certain of the Transition Services have been, and will continue to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, provided (in accordance with this Agreement) to Purchaser by Third Parties designated by Iconix. To the extent so provided, Iconix shall use commercially reasonable efforts and shall reasonably consult and cooperate with Purchaser to (i) cause such Third Parties to provide such Transition Services under this Agreement, and/or (ii) enable Purchaser to avail itself of such Transition Services; provided, however, that if any such Third Party is unable or unwilling to provide any such Transition Services notwithstanding such efforts by Iconix, Iconix shall use its commercially reasonable efforts to determine the alternative manner in which such Transition Services can best be provided; and provided, further, that nothing in the preceding sentence shall require Iconix or any of its Affiliates to commence any legal proceeding or other action in connection with its enforcement of its rights under any contract with a Third Party. (g) Purchaser acknowledges that Iconix and its Affiliates will not be obligated to perform any Transition Service after the expiration of such Transition Service as set forth on and subject to Schedule A; provided, however, that if fifteen (15) days prior to such expiration date Purchaser notifies Iconix in writing of Purchaser’s desire that Iconix or its Affiliates continue to perform such Transition Service following the applicable expiration date and Iconix desires to continue to provide such Transition Service, Iconix will negotiate with Purchaser in good faith as to an extension of the time period during which such Transition Service will be provided and the terms and conditions (including applicable fees) of the continued provision of such Transition Service. Notwithstanding the foregoing but subject to the terms and conditions herein, if Iconix materially breaches Section 1(b) of this Agreement does before the expiration of the applicable Transition Service, and Purchaser notifies Iconix accordingly and sets forth with specificity the deficiency before the expiration, Iconix shall promptly correct such deficiency even if the applicable Transition Service has expired. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (h) During the Term, if Purchaser desires Iconix or any of its Affiliates to perform or cause to be performed a service that is not violate applicable Lawdescribed on Schedule A as of the Closing Date which (i) was provided by Iconix or its Affiliates to any of the Businesses prior to the Closing, and (iiiii) disclosure is reasonably necessary for the continued conduct of such data Business by Purchaser consistent with the manner in which such Business was conducted by Iconix and its Affiliates prior to the Closing (a Recipient Party or third Person“Requested Service”), as Purchaser shall deliver a written notice to Iconix requesting the case may beRequested Service, including a reasonable description of the Requested Service. Iconix may, solely at its option, determine whether any Requested Service will be provided and, if Iconix agrees that the Requested Service will be provided, the terms and conditions (including applicable fees) of such Requested Service shall be negotiated in accordance with good faith by the Parties. Any such Requested Service so provided by Iconix shall constitute Transition Services under this Agreement does not violate and shall be subject in all respect to the terms provisions of use or terms this Agreement as if fully set forth on Schedule A as of service under which such data was collected, or the Closing. (bi) any other Iconix shall make available on a timely basis to Purchaser all information or materialsand materials reasonably requested by Purchaser, to the extent that disclosure such information and materials are reasonably necessary for the operation of such other information the Businesses or materials relate to a Recipient Party the receipt of the Transition Services by Purchaser, the Purchased Companies or such third Person, as the case may be, would violate applicable LawSSC Purchased Company.

Transition Services. Provider (a) Seller shall provide, or shall cause third party providers selected by Seller to provide, to the Company the services (the “Seller Transition Services”) described on Schedule 5.17(a) attached hereto; provided, however, that Seller shall provide or cause to Recipient be provided the Seller Transition Services only to the extent such Seller Transition Services relate to the Company’s continued operation of the Forming Business; provided, further, that Seller will not be required to perform, or a Recipient Partyto cause to be performed, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Seller Transition Services (for the benefit of any third party or any portion thereofother entity other than the Company. Seller shall perform, or cause to be performed, the Seller Transition Services in a manner generally consistent with the recent historical provision of the Seller Transition Services to the Forming Business and with the same degree of care and skill historically exercised by it; provided, however, that Seller makes no warranties or representations of any kind with respect to the provision of any Seller Transition Services, whether express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose. Seller’s obligation to deliver any Seller Transition Service is conditional upon Seller obtaining the consent, where necessary, of any relevant third party provider. (b) The Company shall provide, and Buyer shall cause the Company to a Recipient Party’s own service or a replacement service provider designated by Recipient provide, to Seller the services (the “Company Transition Services”, and together with the Seller Transition Services, the “Transition Services”) described on Schedule 5.17(b) attached hereto; provided, however, that the Company will not be required to, and Buyer shall not be required to cause the Company to, perform any of the Company Transition Services for the benefit of any third party or any other entity other than Seller. The Company shall perform the Company Transition Services in a manner generally consistent with the recent historical provision of the Company Transition Services and with the same degree of care and skill historically exercised by Seller prior to the Closing Date; provided, however, that the Company makes no warranties or representations of any kind with respect to the provision of any Company Transition Services, whether express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose. (c) Seller, on the one hand, and Buyer and the Company, on the other hand, shall (i) cooperate and provide such information and assistance as the other shall reasonably require to enable it to provide the Transition Services, (ii) allow each other and their respective employees, agents and subcontractors access to the other’s facilities as necessary for the performance of the Transition Services, and (iii) have no liability for any failure to provide or delay in providing the Transition Services to the extent such failure or delay results from the failure of the other party’s compliance with this Section 5.17(c). (d) In consideration for the performance of the Transition Services, Seller, on the one hand, and the Company and Buyer, on the other hand, shall reimburse the other party for all costs and expenses, Taxes, losses, damages and liabilities incurred or suffered by the other party in connection with the Transition Services (the “Transition Costs”). For clarity, any The Transition Services requested by Recipient Costs shall be deemed “Services.” To payable within 30 days after the extent there are date of delivery of an invoice for such Transition Costs, such invoices not already service levels applicable to be delivered more frequently than once each calendar month; provided, however, that Taxes, losses, damages or liabilities (or costs and expenses incurred in connection therewith) that constitute Transition Costs shall be payable within 15 days after the date of delivery of an invoice for such Transition Costs. If either party fails to pay any amount of Transition Costs that is due (excluding any amount contested in good faith), then such party shall pay interest immediately on demand on any outstanding overdue amounts at the rate of 4.0% per annum from the due date until the payment is made in full, whether before or after judgment. If either party disputes any invoice or other request for payment with respect to the Transition Services, then such party shall immediately notify the Parties will discuss other party in writing of the particulars of such dispute and agree the parties shall negotiate in good faith to resolve the appropriate service levels applicable dispute promptly. The Transition Costs are exclusive of amounts in respect of Tax. Each party shall, on receipt of a valid value added tax invoice from the other party, pay such additional amounts in respect of such value added tax. Buyer shall be responsible for the payment of all invoices due to such third party suppliers in connection with the provision of the Seller Transition Services, which service levels may be different from . All payments payable under this Section 5.17 shall become due immediately upon the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer termination of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree All payments made pursuant to a service level for Transition Services, such agreement not to this Section 5.17 shall be unreasonably withheld, Provider will provide such Transition Services made by wire transfer of immediately available funds in accordance with that service level; the instructions provided that if by the Parties recipient of such payments from time to time. The payment obligations under this Section 5.17 are unable absolute and unconditional and shall not be subject to agree to a service level applicable to any diminution by set-off, abatement, counterclaim, withholding, deduction or otherwise, whether in connection with or arising out of this Agreement or any other agreement between or among the parties, and such payment obligations shall survive and termination of any of the Transition Services. In no event shall Transition Costs include salaries of employees of any party providing the related Transition Service. (e) Either party may, such from time to time and without prior notice to the other party, change the Transition Services that are to be provided by such party in order to comply with any applicable Law. Where practicable, notice shall be provided by Provider not less than fifteen (15) days prior to any such change, but in accordance any event no later than upon such change taking effect. (f) Nothing in this Section 5.17 is to be construed as an assignment or grant of any right, title or interest in any Intellectual Property. (g) In connection with providing any Transition Service, neither party shall be obligated to (i) make modifications to its existing systems, or (ii) acquire additional assets, equipment, rights or properties (including, without limitation, computer equipment or software) or hire additional personnel. (h) The parties acknowledge and agree that this Section 4.1(b). Failure 5.17 does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties to agree on a service level for parties and that all Transition Services shall not affect Provider’s obligation are provided on an independent contractor basis. (i) The obligations of any party under this Section 5.17 to provide (or cause to be provided) any Transition Service shall terminate (i) on the date such Transition ServicesService shall terminate as set forth on Schedule 5.17(a) or Schedule 5.17(b), provided that as applicable, (ii) if the other party has failed to pay any amount payable by such Transition Services shall be subject party under this Section 5.17 within seven (7) days of such amount becoming due, or (iii) upon the occurrence of a Termination Event with respect to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Personparty. Notwithstanding the foregoing, Provider has no obligation either party may at any time terminate the provision of any or all of the Transition Services it is receiving from the other party by giving to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Lawparty not less thirty (30) days’ prior notice in writing.

Transition Services. Provider (a) During the Transition Period, Daisytek shall use its reasonable best efforts to provide, or cause its Affiliates to use their reasonable best efforts to provide, to PFSweb or its Affiliates all Transition Services in the manner and at a relative level of service consistent in all material respects with that provided by Daisytek or its Affiliates to the PFS prior to the Contribution Date. PFSweb shall use all commercially reasonable efforts to obtain all such Transition Services from a source other than Daisytek and its Affiliates on or prior to the conclusion of the Transition Period; provided that, if PFSweb cannot obtain any Transition Service from a source other than Daisytek and its Affiliates and such Transition Service is necessary in order to operate the PFS Business in substantially the same manner as it was conducted immediately prior to the Contribution Date, then, subject to Section 2.01(e) below, Daisytek (or its Affiliates) shall provide such Transition Service to Recipient PFSweb (or a Recipient Party, upon Recipient’s request, reasonable assistance its Affiliates) for an additional period not to facilitate the smooth transition of any exceed six months. (b) In consideration of the provision of Transition Services hereunder, PFSweb shall pay to Daisytek (i) an amount equal to the cost historically allocated to the PFS Business as of the Contribution Date for such service, adjusted to reflect any changes in the nature, cost or level of the services so provided, or (ii) if no such cost has historically been allocated to the PFS Business for any Transition Service, then an amount equal to that portion thereofof the total cost borne by Daisytek which Daisytek would have allocated to the PFS Business under its internal allocation formula as of the Contribution Date, plus any direct user charges or similar type charges resulting from PFSweb's or its Affiliates' use of such services which are not otherwise recouped by Daisytek hereunder, plus, without duplication, any other reasonable charges necessary to make Daisytek whole for the provision of such services. (c) Except as otherwise agreed, Daisytek shall invoice PFSweb on a monthly basis for the Transition Services to a Recipient Party’s own service or a replacement service provider designated by Recipient be provided hereunder, and payment shall be due 30 days after invoice date. (“Transition Services”). For clarityd) Notwithstanding the foregoing, (i) for any Transition Services requested by Recipient which include payment of payroll or wages to employees of the PFS Business, PFSweb shall be deemed “Services.” To the extent there are not already service levels applicable pay all necessary amounts (including payroll taxes) to Daisytek prior to the Transition Services, payment thereof by Daisytek and (ii) any charges to Daisytek from outside suppliers for the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer provision of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided submitted by Provider Daisytek to PFSweb for payment and, except as Daisytek may otherwise agree in connection with any individual statement of charges which has been submitted to Daisytek, PFSweb hereby agrees to make payment therefor either to such outside supplier in accordance with Section 4.1(b). Failure the payment terms of such outside supplier or to Daisytek if Daisytek is required to pay such 2 3 outside supplier, (in which event such payment shall be made on or before the Parties date on which Daisytek notifies PFSweb it intends to agree on a service level for Transition Services shall make payment, or if Daisytek does not affect Provider’s obligation to provide such Transition Servicesnotice, provided immediately after Daisytek provides notice to PFSweb that Daisytek has made such Transition Services payment). (e) In the event PFSweb shall be subject request Daisytek to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation continue to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to Transition Service beyond the extent (i) required for expiration of the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person Transition Period, Daisytek and PFSweb shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, negotiate in accordance with this Agreement does not violate applicable Law, good faith and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate at arm's length the terms of use or terms of service under which any such data was collectedextension, or (b) any other information or materials, to the extent that disclosure of including fair market value pricing for all such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Lawservices.

Transition Services. Provider shall provide to Recipient (a) During the period of nine months following the date hereof or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels shorter period as may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries specified with respect to any services similar particular Service (as defined below) in the Service Level Specifications attached as Annex A hereto, (i) Halliburton agrees to provide, or cause its affiliates to provide, to the Transition Company and its controlled affiliates those specific services listed in the Service Level Specifications as being provided by Halliburton (the "Halliburton Services") and (ii) the Company agrees to provide, or cause its affiliates to provide, to Halliburton and its controlled affiliates those specific services listed in the Service Level Specifications as being provided by the Company (the "Company Services" and, together with the Halliburton Services, the "Services"). The Service Level Specifications set forth how each Service is to be performed, the length of time such Service is to be provided and the costs that will be charged for such Service (subject to the costing principles set forth therein). In its capacity as a provider, whether by itself or any of its controlled affiliates, of Services hereunder, each of Halliburton and the Company is referred to herein as a "Service Provider", and, in its capacity as a receiver, whether for itself or any of its controlled affiliates, of Services hereunder, each of Halliburton and the Company is referred to herein as a "Service Receiver." (b) If either party hereto can identify a third party service provider who agrees to provide a Service to the Service Receiver at a lower cost than that specified in the Service Level Specifications for such Service, then the Service Receiver shall have the right to request the Service Provider to reduce its cost to an amount equal to the cost offered by the third party. The Service Provider shall have the right either to accept or reject any such cost reduction request. If HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION APPENDIX VII the Parties Service Provider decides to reject any such request, then the Service Receiver shall have the rights to terminate the specific Service (subject to the notice provisions herein) and to obtain such services directly from the third party service provider. (c) Halliburton and the Company shall each designate one individual (a "Representative") who shall oversee and administer this Agreement. These individuals shall cooperate to resolve any differences between the managers of the Service Provider and the managers of the Service Receiver. These individuals shall also establish procedures for billing and paying for the Services. (d) The Company may terminate one or more Halliburton Services listed in the Service Level Specifications and Halliburton may terminate one or more Company Services listed in the Service Level Specification, in each case upon 30 days prior written notice, except that the Service Receiver may terminate any Service pursuant to subsection (b) of this Section 1 at any time. Notwithstanding the periods for which the Services are to be provided set forth in the Service Level Specifications, Halliburton and the Company agree to a service level for Transition Servicescooperate in their efforts to terminate the use of the Services by each such party as soon as reasonably practicable. (e) From time to time after the date hereof, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with the parties may identify additional services that service level; Halliburton or the Company heretofore provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b)other. Failure At the request of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation other party, Halliburton or the Company, at its sole option, may decide to provide such Transition Services, provided that such Transition Services shall be subject services to the other party. In such an event, the parties shall create an Addendum to the Service Level Specifications for each additional service setting forth the name of the Service Provider, a description of the additional service, the time period during which the additional service will be provided, the charge for the additional service and any other terms applicable thereto and conditions of shall obtain approval thereof from each party's Representative. In this Agreement, all references to "Services" shall include any additional services hereunder. (f) Annex A attached hereto identifies certain services that are currently provided by third party vendors ("Vendors") pursuant to contracts between Halliburton or the Company and the Vendor ("Vendor Services"). Transition Each of Halliburton and the Company shall use its commercially reasonable efforts to obtain any required consents of the Vendors so that the Vendor Services may includecan be provided to the other party. If such consents are not obtained, then Halliburton or the Company, as reasonably requested by Recipientappropriate, refunding shall use its commercially reasonable efforts to Recipients’ End Customers assist the balance of their accounts on other party in obtaining these services directly from the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable LawVendor.

Transition Services. Provider (a) During the Transition Period, Daisytek shall use its reasonable best efforts to provide, or cause its Affiliates to use their reasonable best efforts to provide, to PFSweb or its Affiliates all Transition Services in the manner and at a relative level of service consistent in all material respects with that provided by Daisytek or its Affiliates to the PFS prior to the Contribution Date. PFSweb shall use all commercially reasonable efforts to obtain all such Transition Services from a source other than Daisytek and its Affiliates on or prior to the conclusion of the Transition Period; provided that, if PFSweb cannot obtain any Transition Service from a source other than Daisytek and its Affiliates and such Transition Service is necessary in order to operate the PFS Business in substantially the same manner as it was conducted immediately prior to the Contribution Date, then, subject to Section 2.01(e) below, Daisytek (or its Affiliates) shall provide such Transition Service to Recipient PFSweb (or a Recipient Party, upon Recipient’s request, reasonable assistance its Affiliates) for an additional period not to facilitate the smooth transition of any exceed six months. (b) In consideration of the provision of Transition Services hereunder, PFSweb shall pay to Daisytek (i) an amount equal to the cost historically allocated to the PFS Business as of the Contribution Date for such service, adjusted to reflect any changes in the nature, cost or level of the services so provided, or (ii) if no such cost has historically been allocated to the PFS Business for any Transition Service, then an amount equal to that portion thereofof the total cost borne by Daisytek which Daisytek would have allocated to the PFS Business under its internal allocation formula as of the Contribution Date, plus any direct user charges or similar type charges resulting from PFSweb's or its Affiliates' use of such services which are not otherwise recouped by Daisytek hereunder, plus, without duplication, any other reasonable charges necessary to make Daisytek whole for the provision of such services. (c) Except as otherwise agreed, Daisytek shall invoice PFSweb on a monthly basis for the Transition Services to a Recipient Party’s own service or a replacement service provider designated by Recipient be provided hereunder, and payment shall be due 30 days after invoice date. (“Transition Services”). For clarityd) Notwithstanding the foregoing, (i) for any Transition Services requested by Recipient which include payment of payroll or wages to employees of the PFS Business, PFSweb shall be deemed “Services.” To the extent there are not already service levels applicable pay all necessary amounts (including payroll taxes) to Daisytek prior to the Transition Services, payment thereof by Daisytek and (ii) any charges to Daisytek from outside suppliers for the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer provision of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided submitted by Provider Daisytek to PFSweb for payment and, except as Daisytek may otherwise agree in connection with any individual statement of charges which has been submitted to Daisytek, PFSweb hereby agrees to make payment therefor either to such outside supplier in accordance with Section 4.1(b). Failure the payment terms of such outside supplier or to Daisytek if Daisytek is required to pay such outside supplier, (in which event such payment shall be made on or before the Parties date on which Daisytek notifies PFSweb it intends to agree on a service level for Transition Services shall make payment, or if Daisytek does not affect Provider’s obligation to provide such Transition Servicesnotice, provided immediately after Daisytek provides notice to PFSweb that Daisytek has made such Transition Services payment). (e) In the event PFSweb shall be subject request Daisytek to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation continue to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to Transition Service beyond the extent (i) required for expiration of the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person Transition Period, Daisytek and PFSweb shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, negotiate in accordance with this Agreement does not violate applicable Law, good faith and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate at arm's length the terms of use or terms of service under which any such data was collectedextension, or (b) any other information or materials, to the extent that disclosure of including fair market value pricing for all such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Lawservices.

Transition Services. Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Services (or any portion thereofa) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable Pursuant to the Transition ServicesServices Agreement and the Transition Services Supplemental Agreement, Enron has agreed to provide certain transition services to CrossCountry and CrossCountry has agreed to provide certain transition services to Enron. On and after the Closing Date, the Parties parties will discuss and agree undertake commercially reasonable efforts to implement the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other following transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent arrangements: (i) required for Purchaser will cause the purpose of engaging third Persons Transfer Group Companies to provide certain transition services comparable to Enron as required by the Transition Services (provided that such third Person shall not use such data for any other purpose), Agreement and the Transition Services Supplemental Agreement on behalf of CrossCountry; (ii) that disclosure of such data Purchaser will provide, or cause the provision of, certain transition services to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and Seller; (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collectedSeller will provide, or cause the provision of, certain transition services to the Transfer Group Companies and/or the Northern Border Companies; and (iv) Seller will request, and use commercially reasonable efforts to have such request honored, that Enron provide any and all transition services to be performed for the Transfer Group Companies and /or the Northern Border Companies as required by the Transition Services Agreement and the Transition Services Supplemental Agreement. Purchaser and Seller agree to cooperate in identifying the transition services contemplated in items (i) through (iv) above and in determining how such transition services will be provided. The parties will use commercially reasonable efforts to memorialize these understandings at Closing in agreements, reasonably acceptable to both parties, titled "NORTHERN BORDER TRANSITION SERVICES AGREEMENT" and "NORTHERN BORDER TRANSITION SERVICES SUPPLEMENTAL AGREEMENT". Such agreements will follow the format of, and encompass the concepts (including term and price of services) and types of transition services found in, the Transition Services Agreement and the Transition Services Supplemental Agreement. (b) any other information If the parties do not enter into the Northern Border Transition Services Agreement or materialsthe Northern Border Transition Services Supplemental Agreement at Closing, then for a period ending six (6) months after the Closing Date (or upon the execution of such agreements, if earlier): (i) Purchaser will cause the Transfer Group Companies to provide transition services to Enron on substantially the same basis as provided prior to Closing; (ii) Purchaser will provide, or cause the provision of, transition services to Seller on substantially the same basis as provided prior to Closing; (iii) Seller will provide, or the cause the provision of, transition services to the extent Transfer Group Companies and/or the Northern Border Companies on substantially the same basis as provided prior to Closing; and (iv) Seller will request, and use commercially reasonable efforts to have such request honored, that disclosure of such other information or materials Enron provide any and all transition services to a Recipient Party or such third Person, be performed for the Transfer Group Companies and/or the Northern Border Companies on substantially the same basis as the case may be, would violate applicable Lawprovided prior to Closing.

Transition Services. (a) During the Term (as defined below), Service Provider shall provide provide, or shall cause one or more of its affiliates or Third Party Providers to provide, to Service Recipient and its controlled affiliates the services set forth on the Annex (the “Services”), in the manner and at a level of service generally consistent with that provided by Service Provider or a its affiliates in connection with the applicable Business immediately preceding the date hereof, and Service Recipient Partyshall use the Services for substantially the same purposes and in substantially the same manner as the Services were used in connection with the applicable Business immediately preceding the date of the Stock Purchase Agreement taking into account transition related activities between the date of the Stock Purchase Agreement and the date hereof in accordance with the Stock Purchase Agreement. Service Provider shall be required to provide, upon Recipient’s requestor cause one or more of its affiliates to provide, reasonable assistance the Services only to facilitate Service Recipient and its controlled affiliates and only in connection with the smooth transition of applicable Business. Service Recipient shall not, and shall not permit its controlled affiliates or any Third Party Provider, to, resell, subcontract, license, sublicense or otherwise transfer any of the Services being provided to Service Recipient to any person whatsoever or permit the use of the Services by any person other than Service Recipient and its affiliates in connection with the applicable Business in the ordinary course of business or otherwise in connection with the transition from the performance of the Services by Service Provider to the performance of the Services by Service Recipient. (b) Service Recipient acknowledges that Service Provider is not in the business of providing services to third parties and is entering into this Agreement only in connection with the Stock Purchase Agreement. Service Provider shall use commercially reasonable efforts to provide, and to cause its affiliates and Third Party Providers to provide, the Services pursuant to this Agreement, with substantially the same degree of skill, quality and care utilized by Service Provider (or its affiliates) in performing such Services for itself, in a workmanlike manner and in accordance with applicable Law; provided, however, that Service Provider shall have no obligation to provide the Services if doing so significantly interferes with Service Provider’s own business activities; provided, further, that in such case, Service Provider shall use commercially reasonable efforts to identify a Third Party Provider that is reasonably acceptable to Service Recipient at Service Provider’s expense to provide such Services in lieu of Service Provider with no material interruption in the provision of Services (the “Services Standard”). Under no circumstances shall Service Provider, its affiliates or its or their employees or agents (including subcontractors) be held accountable to a greater standard of care or skill than the Services Standard. If the quality or performance of any Service provided by Service Provider or its affiliate or Third Party Provider hereunder falls materially below the Services Standard required by this Section 2(b) (except to the extent excused pursuant to Section 27 or to the extent such decline in quality or performance is the direct result of any breach of this Agreement by Service Recipient), Service Recipient may notify Service Provider of such shortfall, and Service Provider shall cure, or cause its applicable affiliate or Third Party Provider to cure, such shortfall within ten Business Days after receiving such notice. If Service Provider does not cure such shortfall within ten Business Days after receiving such notice, Service Recipient may, in addition to any other rights Service Recipient may have under this Agreement or under applicable Law, and notwithstanding anything to the contrary herein, (i) withhold payment of any Fees due for the applicable Services until such time as Service Recipient reasonably determines that such shortfall has been cured (provided that Service Recipient may apply any such withheld Fees to pay any portion thereofof the costs for which Service Provider is responsible in accordance with clause (ii)) to a Recipient Party’s own service or and/or (ii) obtain a replacement service provider designated by from a third party at no greater cost than is provided for such Service in the Annex plus ten percent (10%), and Service Provider shall be responsible for the cost of any such replacement service, less the amount Service Recipient is required to pay pursuant to this Agreement for the Service that was replaced. NEITHER SERVICE PROVIDER NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. (c) Service Recipient acknowledges that Service Provider and its affiliates may be providing similar services, and/or services that involve the same resources as those used to provide the Services, to its internal organizations, affiliates and third parties (“Transition Internal Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable Service Provider modifies its Internal Services in connection with changes to its internal organization in the Transition Servicesordinary course of business, Service Provider may request to accordingly modify the Parties will discuss and agree to the appropriate service levels applicable to such Transition related Services, which service levels proposed modification Service Recipient will consider in good faith. Any changes to the Services shall require written consent of both Service Provider and Service Recipient. (d) In providing, or otherwise making available, the Services to Service Recipient, Service Provider may use its own personnel or the personnel of any of its affiliates and/or employ the services of contractors, subcontractors, vendors or other third-party providers used by Service Provider or its affiliates to provide any similar Internal Services (each, a “Third-Party Provider”); provided that (1) Service Provider shall remain obligated with respect to such Services provided by any Third-Party Provider (including the fulfillment of the Services Standard), except to the extent that Service Recipient and any such Third-Party Provider agree that such Third-Party Provider shall be different from directly responsible to Service Recipient for the performance or non-performance of any such Services, and (2) the use of any Third-Party Provider shall not increase any fees or other amounts (including Sales Taxes) payable by Service Levels applicable to other Services but Recipient hereunder. Service Provider and its affiliates, in connection with providing the Services, shall not be less favorable than obligated to pay any amounts to Service Recipient or any of its controlled affiliates or any of their respective employees (which, for the most-favorable service level applicable avoidance of doubt, does not include the Personnel) in respect of payroll, benefits or similar obligations. In addition, to any other customer of the extent Service Provider or its Subsidiaries affiliates incur any reasonable out-of-pocket costs or expenses (including any license fees) that are incurred in accordance with and necessary and incidental to providing any Service hereunder that are not reflected in the Fees payable with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Servicessuch Service, such agreement out-of-pocket costs and expenses shall be borne by Service Recipient, and shall be refunded to Service Provider by Service Recipient upon Service Provider’s invoice presented therefor, provided that out-of-pocket costs and expenses incurred in connection with any Service exceeding, individually or in the aggregate, 10% of the Fees payable with respect to such Service shall not be borne or paid by Service Recipient unless Service Recipient has given its prior written consent thereto. (e) During the Term, Service Provider and each of its affiliates providing Services hereunder shall cause certain of its employees (the “Personnel”) to be unreasonably withheld, Provider will provide such Transition the Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this AgreementAgreement and shall provide Service Recipient with access to the Personnel as may reasonably be necessary to furnish the Services to Service Recipient as contemplated herein. Transition Service Provider and its affiliates providing Services may includehereunder shall be responsible for complying with all applicable labor Laws and regulations or other related obligations with respect to its Personnel providing any Services hereunder, as reasonably requested by Recipientincluding all payroll, refunding benefits, tax and other obligations related to Recipients’ End Customers the balance employment of their accounts on the Platform or any service or offering of a Recipient Party using Personnel. (f) With respect to the Services, transferring Service Provider shall have the balance exclusive right to select, employ, pay, supervise, administer, direct and discharge any of the employees who will perform the Services. Service Provider shall be responsible for paying such accounts employees’ compensation and providing to a such employees any benefits. (g) Service Recipient Party or alternate service providersacknowledges and agrees that the Services are intended only to be transitional in nature, mapping and converting data, transferring data or other information maintained shall be furnished by Service Provider to only during the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) Term and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling accommodating Service Recipient in connection with the transactions contemplated by the Stock Purchase Agreement. Service Recipient acknowledges that the Services are being furnished in support of Service Recipient’s personnel and under no circumstances shall Service Provider be required to fulfill or serve as a substitute for any personnel role of Service Recipient. (h) Service Provider acknowledges that the Services include Service Provider’s cooperation with and assistance to Service Recipient Party to receive services comparable in connection with the transition from the performance of the Services hereunder to the performance of such services by Service Recipient and its affiliates or third parties designated by Service Recipient and that the Services from a shall include the provision of services requested by Service Recipient or its affiliates in connection with knowledge transfer, the transition of records, segregation and migration of historical data, migration-specific enhancements and cooperation with and assistance to third Person. Notwithstanding party consultants engaged by Service Recipient or its affiliates in connection with the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users in each case and to the extent (i) required for reasonably agreed by the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Lawparties.

Transition Services. Provided that this Agreement or an Invoice/Work Order has not been terminated by Service Provider shall due to Subscriber’s default or failure to pay any undisputed amount due Service Provider, Service Provider will provide to Recipient Subscriber and / or a Recipient Party, upon Recipient’s request, reasonable to the service provider selected by Subscriber (such service provider shall be known as the “Successor Service Provider“) assistance reasonably requested by Subscriber to facilitate effect the smooth orderly transition of any of the Services Services, in whole or in part, to Subscriber or to Successor Service Provider (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (such assistance shall be known as the “Transition Services”)) following the termination of this Agreement or an Invoice/Work Order, in whole or in part. For clarityThe Transition Services shall be provided on a time and materials basis and may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to Subscriber or Successor Service Provider; (b) if required, transferring the Subscriber Data to Successor Service Provider; (c) using commercially reasonable efforts to assist Subscriber in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to Subscriber, pursuant to mutually agreeable terms and conditions, any Transition third-party services then being used by Service Provider in connection with the Services; and, (e) such other activities upon which the parties may agree. Notwithstanding the foregoing, should Subscriber terminate this Agreement or an Invoice/Work Order due to Service Provider’s material breach, Subscriber may elect to use the Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different for a period of no greater than six (6) months from the Service Levels date of termination at a reduced rate of twenty (20%) percent off of the then-current Services Fees for the terminated Services. All applicable to other Services but terms and conditions of this Agreement shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar apply to the Transition Services. If This Section shall survive the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions termination of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Law.

Transition Services. Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss Seller and Purchaser hereby agree to negotiate in good faith to enter into a transition services agreement as mutually agreed upon by the appropriate service levels applicable parties hereto before the Closing, provided however, that nothing in this Section 6.16 shall create a condition to such Transition ServicesClosing, which service levels may be different from and the Service Levels applicable failure of Seller and Purchaser to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any mutually agree upon a transition services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Providerthe parties obligations to close the transaction contemplated by this Agreement. Purchaser understands and agrees that Seller’s obligation to provide such Transition Services, provided that such Transition Services transition services under the transition services agreement shall be subject limited to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent provision of: (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose)reasonable office space, (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Lawreasonably necessary IT services, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure permitted by any third party licensor of Seller, access to Seller’s accounting, land, production reporting and measurement systems. Seller shall charge Purchaser for such other information or materials to a Recipient Party or transition services at Seller’s cost, and Purchaser shall pay Seller for all such third Personcharges. Purchaser and/or each Company, as applicable, each agree to provide to Seller transition services and access to records of the case Companies as is reasonably necessary to allow Seller to perform all customary accounting and financial reporting activities related to Seller’s ownership, control and/or operation of the Companies, including monthly, quarterly and year-end financial and tax reporting. Purchaser shall charge Seller for such transition services at Purchaser’s cost, and Seller shall pay Purchaser for all such charges. Neither Party shall be obligated to acquire new, additional or different personnel, equipment or resources, or to acquire or establish any separate hardware or software platforms to perform such transition services. The Parties may beuse Affiliates, would violate applicable Lawcontractors, subcontractors, vendors or other third parties to provide some or all of the transition services. Unless otherwise specifically provided in a mutually agreed upon transition services agreement, the transition services will be available only for a period of 180 days after the Effective Date. Purchaser understands and agrees that Seller shall have no obligation to provide transition services to Purchaser to the extent the Company Employees or the Additional Available Employees that typically provide such services are no longer available to Seller.”

Transition Services. Provider a. On the terms and subject to the conditions of this Agreement, PDL shall provide the transition services to Recipient or a Recipient Partythe Acquired Business as set forth in Exhibit A and LENSAR shall provide the transition services to the Retained Business as set forth in Exhibit B (collectively, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any . b. The Transition Services requested provided under this Agreement will be provided at a substantially similar level (type, frequency, quality, timeliness) and in a substantially similar manner as such services were performed by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable Retained Business for the benefit of the Acquired Business or by the Acquired Business for the benefit of the Retained Business, in each case over the twelve (12) month period immediately prior to the Transition ServicesDistribution Date (the “Reference Period”). c. Provider may perform its obligations through its Affiliates and/or Persons that are unaffiliated with any Party (each, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but a “Third Party”); provided that Provider shall not be less favorable than relieved of its obligations under this Agreement by use of such Affiliates and/or Third Parties and shall be responsible for compliance with the most-favorable service level terms hereof by such Affiliates and/or Third Parties. d. Without limiting Provider’s obligations pursuant to Section 2.1(b) or otherwise under this Agreement, Recipient acknowledges that Provider may be providing similar services and/or services that involve the same resources as those used to provide the Transition Services to its other businesses, Affiliates and/or Third Parties. e. Provider may suspend any or all of the Transition Services to the extent and for the period it determines in good faith that the provision of such Transition Service(s) hereunder would violate any Law applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition ServicesProvider. If Provider becomes aware of any such actual or potential violation, Provider shall promptly notify Recipient in writing of such violation and the Parties agree shall work together in good faith to seek and implement a service level reasonable alternative arrangement that resolves such violation, including provision of the applicable Transition Service through a Third Party. For the avoidance of doubt, Recipient shall not be obligated to pay any Fees (as defined below) or costs in connection with any such suspended Transition Services during the period such services are not provided (other than Fees and reimbursable costs owed for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services rendered by but not paid for prior to such suspension). f. Recipient acknowledges and agrees that Provider is not in accordance with the business of providing services and that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall will be provided by Provider to Recipient in accordance with Section 4.1(b)connection with, and in order to facilitate, the Spin-Off. Failure of This Agreement is not intended by the Parties to agree on a service level for Transition Services shall not affect Providerhave Provider manage and operate the Recipient’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party Business or to one have any fiduciary duties with respect to Recipient or more third Persons designated by the Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Law’s Business.

Transition Services. Provider During the Term (as defined below), the Seller shall provide provide, or shall cause one or more of its Affiliates to Recipient provide, the services set forth on Annex A hereto (collectively, the “Services”) to the Company, and the Company or a Recipient Party, upon Recipient’s request, reasonable assistance its designated Affiliates shall use the Services for substantially the same purposes and in substantially the same manner as the Company used the Services prior to facilitate the smooth transition of date hereof. The Company or its Affiliates shall not resell any of the Services to any person whatsoever or permit the use of the Services by any person other than in the ordinary course consistent with past practice. The Company acknowledges that neither the Seller nor its Affiliates are engaged in the business of providing Services of the type provided hereunder to third parties. Notwithstanding the foregoing, Seller and its Affiliates will provide such Services to the Company in a professional and workmanlike manner, with the level of skill, level of staffing and personnel, and care and with the response times that are consistent with the Seller’s past practices and standards for the provisions of such Services. The Company acknowledges that the Seller and its Affiliates may be providing similar services, and/or services that involve the same resources as those used to provide the Services to Seller’s internal organizations and Seller’s Affiliates. The Seller reserves the right to modify the Services in connection with changes to Seller’s internal organizations and Seller’s Affiliates in the ordinary course of business; provided, however, that (or any portion thereofi) to a Recipient Party’s own service or a replacement service provider designated by Recipient the Company will receive at least 45 days’ prior written notice of the modifications, (“Transition Services”). For clarity, any Transition ii) no such modifications materially diminish the Services requested by Recipient without the prior written consent of the Company and (iii) no such modifications shall be deemed “Services.” To made in a discriminatory manner. The Company acknowledges that, in connection with providing the extent there are not already service levels applicable to the Transition Services, the Parties Seller and its Affiliates will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than required to use their own funds for any third party provided service or payment obligation owed specifically on behalf of the most-favorable service level applicable to any other customer of Provider Company or its Subsidiaries with respect Affiliates. During the term of this Agreement, the Seller and each of its Affiliates providing Services hereunder shall cause each of its employees (the “Personnel”) to any services similar to provide the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers Agreement and shall provide the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider Company with access to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance Personnel as Recipient may reasonably request, but in all cases solely for be necessary to furnish the purpose of enabling a Recipient Party to receive services comparable Services to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable LawCompany.

Transition Services. Provider Following the Effective Time and ending on the one year anniversary of the Effective Time (such period, the "Transition Services Period"), Olsten shall use its commercially reasonable efforts to provide, or make available, to OHS and the Health Subsidiaries, at such times and in such amounts as may be reasonably requested by OHS, the following services (the "Transition Services") and OHS will pay for such Transition Services on a cost basis as agreed to by the parties: (i) tax preparation and filing services; (ii) legal services, to be provided by Olsten's general counsel and other internal counsel to the extent consistent with applicable standards of professional responsibility; (iii) information and technology support services and administrative and office services; (iv) procurement services; and (v) such other additional services as may be reasonably requested by OHS; provided that the scope of any services, as well as the time and the manner in which such services are to be provided, shall be mutually agreeable between the parties. Following the end of the calendar month in which any Transition Services are performed, Olsten shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate OHS an invoice (the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any "Transition Services requested Invoice") setting forth in summary detail the Transition Services which were provided during such calendar month and the appropriate cost thereof. OHS shall pay Olsten, in a reasonably prompt manner (but in no event later than 30 days) following the delivery by Recipient shall be deemed “Services.” To Olsten of a Transition Services Invoice, the extent there are not already service levels applicable amounts due with respect to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide reflected on such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable Invoice. Notwithstanding anything herein to the Transition Servicescontrary, such all Transition Services shall be provided by Provider in accordance performed with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably requestreasonable care, but in all cases solely for the purpose of enabling a Recipient no Party hereto shall have any liability whatsoever to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient other Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data party for any other purpose)loss, (ii) that disclosure liability, damage, cost or deficiency suffered by any such person arising out of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) resulting from providing any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable LawTransition Services hereunder.

Transition Services. Provider shall provide to Recipient or a Recipient Party, upon Recipient’s request, reasonable assistance to facilitate the smooth transition of any of the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For clarity, any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss Seller and Purchaser hereby agree to negotiate in good faith to enter into a transition services agreement as mutually agreed upon by the appropriate service levels applicable parties hereto before the Closing, provided however, that nothing in this Section 6.16 shall create a condition to such Transition ServicesClosing, which service levels may be different from and the Service Levels applicable failure of Seller and Purchaser to other Services but shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any mutually agree upon a transition services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Providerthe parties obligations to close the transaction contemplated by this Agreement. Purchaser understands and agrees that Seller’s obligation to provide such Transition Services, provided that such Transition Services transition services under the transition services agreement shall be subject limited to the other terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent provision of: (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose)reasonable office space, (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Lawreasonably necessary IT services, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure permitted by any third party licensor of Seller, access to Seller’s accounting, land, production reporting and measurement systems. Seller shall charge Purchaser for such other information or materials to a Recipient Party or transition services at Seller’s cost, and Purchaser shall pay Seller for all such third Personcharges. Purchaser and/or Company, as applicable, each agree to provide to Seller transition services and access to Company records as is reasonably necessary to allow Seller to perform all customary accounting and financial reporting activities related to Seller’s ownership, control and/or operation of the case Company, including monthly, quarterly and year-end financial and tax reporting. Purchaser shall charge Seller for such transition services at Purchaser’s cost, and Seller shall pay Purchaser for all such charges. Neither Party shall be obligated to acquire new, additional or different personnel, equipment or resources, or to acquire or establish any separate hardware or software platforms to perform such transition services. The Parties may beuse Affiliates, would violate applicable Lawcontractors, subcontractors, vendors or other third parties to provide some or all of the transition services. Unless otherwise specifically provided in a mutually agreed upon transition services agreement, the transition services will be available only for a period of 180 days after the Effective Date. Purchaser understands and agrees that Seller shall have no obligation to provide transition services to Purchaser to the extent the Company Employees or the Additional Available Employees that typically provide such services are no longer available to Seller.”

Transition Services. Provided that this Agreement or an Exhibit A has not been terminated by Service Provider shall due to Subscriber’s failure to pay any undisputed amount due Service Provider, Service Provider will provide to Recipient Subscriber and / or a Recipient Party, upon Recipient’s request, reasonable to the service provider selected by Subscriber (such service provider shall be known as the “Successor Service Provider“) assistance reasonably requested by Subscriber to facilitate effect the smooth orderly transition of any of the Services Services, in whole or in part, to Subscriber or to Successor Service Provider (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (such assistance shall be known as the “Transition Services”)) following the termination of this Agreement or an Exhibit A, in whole or in part. For clarityThe Transition Services shall be provided on a time and materials basis and may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to Subscriber or Successor Service Provider; (b) if required, transferring the Subscriber Data to Successor Service Provider; (c) using commercially reasonable efforts to assist Subscriber in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to Subscriber, pursuant to mutually agreeable terms and conditions, any Transition third-party services then being used by Service Provider in connection with the Services; and, (e) such other activities upon which the parties may agree. Notwithstanding the foregoing, should Subscriber terminate this Agreement or an Exhibit A due to Service Provider’s material breach, Subscriber may elect to use the Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different for a period of no greater than six (6) months from the Service Levels date of termination at a reduced rate of twenty (20%) percent off of the then-current Services Fees for the terminated Services. All applicable to other Services but terms and conditions of DIR Contract No. DIR-TSO-3449 and this Agreement shall not be less favorable than the most-favorable service level applicable to any other customer of Provider or its Subsidiaries with respect to any services similar apply to the Transition Services. If This Section shall survive the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition Services, provided that such Transition Services shall be subject to the other terms and conditions termination of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(s) and at the time(s) that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate applicable Law, and (iii) disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collected, or (b) any other information or materials, to the extent that disclosure of such other information or materials to a Recipient Party or such third Person, as the case may be, would violate applicable Law.

Transition Services. Provider shall (a) Effective as of the Effective Date, Seller hereby agrees to provide to Recipient or a Recipient PartyPurchaser, upon Recipient’s requestand Purchaser hereby agrees to purchase from Sellers, reasonable assistance to facilitate the smooth transition of any of services listed and described on Schedule I attached hereto (the Services (or any portion thereof) to a Recipient Party’s own service or a replacement service provider designated by Recipient (“Transition Services”). For claritySeller, at its own discretion, may perform the Services themselves or through any Transition Services requested by Recipient shall be deemed “Services.” To the extent there are not already service levels applicable to the Transition Services, the Parties will discuss and agree to the appropriate service levels applicable to such Transition Services, which service levels may be different from the Service Levels applicable to other Services but of its affiliates or third party subcontractors. Seller shall not be less favorable obligated to: (1) purchase, license, lease or otherwise obtain the right to use any equipment or resources (including, but not limited to, hardware or software) in addition to those used prior to the Effective Date in connection with provision of the Services or; (2) provide any services to Purchaser other than the most-favorable service level applicable to Services and any other customer services that are a necessary incident thereto. Seller may, upon ten (10) days’ notice to Purchaser, modify the manner of Provider or its Subsidiaries with respect to performing any services similar to the Transition Services. If the Parties agree to a service level for Transition Services, such agreement not to be unreasonably withheld, Provider will provide such Transition Services in accordance with that service level; provided that if the Parties are unable to agree to a service level applicable to the Transition Services, such Transition Services shall be provided by Provider in accordance with Section 4.1(b). Failure of the Parties to agree on a service level for Transition Services shall not affect Provider’s obligation to provide such Transition ServicesService, provided that such Transition Services the level of service remains comparable in all material respects to the Service previously provided, and provided that the modification does not have a material adverse effect on Purchaser’s operations. (b) In the event that during the term of this Agreement Purchaser needs services in addition to the those then listed and described on Schedule I, the parties shall negotiate in good faith to determine if Seller can provide the additional services upon mutually agreed terms and conditions, and if they can so agree, Schedule I shall be subject amended by written agreement of the parties hereto to the other include such additional services and to reflect such terms and conditions of this Agreement. Transition Services may include, as reasonably requested by Recipient, refunding to Recipients’ End Customers the balance of their accounts on the Platform or any service or offering of a Recipient Party using the Services, transferring the balance of such accounts to a Recipient Party or alternate service providers, mapping and converting data, transferring data or other information maintained by Provider to the relevant Recipient Party or to one or more third Persons designated by Recipient, in the manner, methods, format(sso agreed. (c) and at the time(s) Seller warrants that Recipient reasonably requests, handling trailing transactions, and/or such other transition assistance as Recipient may reasonably request, but in all cases solely for the purpose of enabling a Recipient Party to receive services comparable to the Services from a third Person. Notwithstanding the foregoing, Provider has no obligation to provide any Recipient Party or any third Person with any (a) Highly Sensitive Information pursuant to this Section 2.8 other than data regarding Recipient Parties’ users to the extent (i) required for the purpose of engaging third Persons to provide services comparable to the Services (provided that such third Person it shall not use such data for any other purpose), (ii) that disclosure of such data to a Recipient Party or third Person, as the case may be, in accordance with perform its obligations under this Agreement does not violate applicable Lawwith the same degree of care, skill and (iii) disclosure of such data to a Recipient Party diligence with which Seller performs or third Personwould perform similar services for its own account. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, as the case may beSELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, in accordance with this Agreement does not violate the terms of use or terms of service under which such data was collectedEXPRESS OR IMPLIED, or (b) any other information or materialsINCLUDING, to the extent that disclosure of such other information or materials to a Recipient Party or such third PersonBUT NOT LIMITED TO, as the case may beTHE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, would violate applicable LawWITH RESPECT TO THE SERVICES.