{"id":42355,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/integrated-facilities-management-services-agreement-amgen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"integrated-facilities-management-services-agreement-amgen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/integrated-facilities-management-services-agreement-amgen-inc.html","title":{"rendered":"Integrated Facilities Management Services Agreement – Amgen Inc. and Jones Lang Lasalle Americas, Inc."},"content":{"rendered":"

INTEGRATED FACILITIES MANAGEMENT SERVICES
\nAGREEMENT<\/strong><\/p>\n

\n

This Integrated Facilities Management Services Agreement (this
\n“Agreement<\/strong>” as such term is defined in Article 33<\/u>), is
\nmade and entered into as of February 4, 2009 (the “Effective
\nDate<\/strong>“), by and between Amgen Inc., a Delaware corporation having a
\nplace of business at One Amgen Center Drive, Thousand Oaks, California 91320
\n(“Company<\/strong>“), and Jones Lang LaSalle Americas, Inc., a Maryland
\ncorporation having a place of business at 200 E. Randolph Drive, Chicago, IL
\n60601 (“Provider<\/strong>“) (each a “Party<\/strong>“, and
\ncollectively, the “Parties<\/strong>“).<\/p>\n<\/p>\n

RECITALS<\/strong><\/p>\n

\n

WHEREAS, Company is engaged in the business of the research, development and
\ncommercialization of human therapeutics;<\/p>\n<\/p>\n

WHEREAS, Provider is in the business of, among other things, performing
\nintegrated facilities services with respect to facilities’ operations and
\nmaintenance and general services; and<\/p>\n<\/p>\n

WHEREAS, pursuant to the terms of this Agreement, Company wishes to engage
\nProvider to provide services to Company, and Provider wishes to provide services
\nto Company.<\/p>\n<\/p>\n

NOW THEREFORE, in consideration of the promises and mutual covenants set
\nforth herein, and for other good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, the Parties agree as follows:<\/p>\n<\/p>\n

1. DEFINED TERMS<\/strong><\/p>\n<\/p>\n

1.1 Definitions for Certain Defined Terms<\/u>. The definitions of certain
\ndefined terms used in this Agreement are set forth in Article 33<\/u>.<\/p>\n<\/p>\n

1.2 Defined Terms Defined in Agreement<\/u>. An index of certain defined
\nterms defined in the body of this Agreement or the exhibits to this Agreement
\nalso is set forth in Article 33<\/u>.<\/p>\n<\/p>\n

2. SERVICES<\/strong><\/p>\n<\/p>\n

2.1 General<\/u>. Commencing on the Effective Date and continuing
\nthroughout the Term and Termination Assistance Period, Provider shall provide to
\nCompany pursuant to the terms of this Agreement the following services,
\nfunctions and responsibilities, as they may evolve or be supplemented, amended,
\nenhanced, improved, modified or replaced in accordance with this Agreement
\n(collectively, the “Services<\/strong>“):<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

the services, functions and responsibilities described in this Agreement,
\nincluding (a) the services, functions, responsibilities and Deliverables
\ndescribed in Exhibit A<\/u> (Description of Services), (b) the services,
\nfunctions and responsibilities relating to the Transition, including Transition
\nDeliverables, and (c) the Termination Assistance Services;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

any services, functions, tasks or responsibilities not specifically described
\nin the Agreement but that are necessary or required for the proper function or
\nprovision of the foregoing consistent with the purposes hereunder;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

the services, functions and responsibilities described in any Order approved
\nin writing by Company;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

the services, functions and responsibilities described in any Changes
\napproved in writing by Company pursuant to the Change Control Process; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

1<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

the facilities-related services, functions and responsibilities performed in
\nthe ordinary course during the twelve (12) month period preceding the Effective
\nDate by Affected Personnel (i) that are suppliers under Assigned Contracts that
\nwere transitioned to Provider or displaced, or (ii) whose functions were
\ndisplaced or replaced, in each case as a result of this Agreement, even if such
\nservices, functions and responsibilities are not specifically described in this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.2 Evolution and Improvement of Services<\/u>. It is anticipated that the
\nServices will evolve and be supplemented, modified, improved, enhanced or
\nreplaced by Provider over time to keep pace with advancements and improvements
\nin the means and methods of delivering Services. These changes will modify the
\nServices and will not require an Order except to the extent that a change
\nresults in Services that are materially different from and materially in
\naddition to those then being provided by Provider. Without limiting the
\nforegoing:<\/p>\n<\/p>\n

(i) Provider shall offer Company a first priority right to participate in any
\nProvider pilot programs for any new processes, best practices or technology; and\n<\/p>\n<\/p>\n

(ii) Provider shall identify and propose the implementation of any technology
\nor process related to the Services that is likely to:<\/p>\n<\/p>\n

(1) improve the efficiency and effectiveness of the Services (including cost
\nsavings);<\/p>\n<\/p>\n

(2) result in cost savings or revenue increases to Company in areas of its
\nbusiness outside of the Services;<\/p>\n<\/p>\n

(3) enhance Company’s ability to conduct its business or serve its customers;
\nor<\/p>\n<\/p>\n

(4) achieve Company’s objectives set out in this Agreement faster or more
\nefficiently than the then current strategies.<\/p>\n<\/p>\n

2.3 New Service Request<\/u>. The Parties acknowledge and agree that this
\nAgreement is intended to provide the framework for a global relationship for the
\nServices to be provided by Provider and its Affiliates pursuant to this
\nAgreement. During the Term of this Agreement, Company or an Affiliate of Company
\nmay from time-to-time initiate a request for Provider or an Affiliate of
\nProvider to perform new services on its behalf, including new categories of
\nservices or services at new buildings or Company sites (“New
\nServices<\/strong>“) to the extent the New Services are similar to the Services
\nor services provided by Provider to other customers or consistent with
\nProvider’s integrated facilities management services business generally. In
\nengaging Provider to perform New Services, Company or its Affiliate shall enter
\ninto one or more written Orders (each an “Order<\/strong>“) pursuant to
\nwhich such New Services shall be performed. A template form of Order is attached
\nhereto as Exhibit K<\/u> (Example Form of Order). Upon execution thereof by
\neach Party, each Order will incorporate the terms of this Agreement and will
\nform a distinct contract between the Parties (or Affiliates of the Parties, as
\nspecified in the Order) in relation to the relevant Services being provided
\nunder that Order; provided, however, any Order where an Affiliate of Provider is
\nproposed to be the “Provider” with respect to such New Services also shall be
\nexecuted by Provider as shown on the example form of Order attached hereto as
\nExhibit K<\/u> (Example Form of Order). Any Services performed pursuant to an
\nOrder shall be governed by the terms and conditions of this Agreement; provided,
\nhowever, that (i) if an Affiliate of Provider is the “Provider” under the Order,
\nsuch Provider and such Affiliate shall be deemed jointly and severally to be the
\nProvider under the terms and provisions of this Agreement with respect to the
\nNew Services under such Order and (ii) if any of the provisions of this
\nAgreement would conflict with or otherwise violate any Applicable Laws of the
\njurisdiction where the Services under such Order will be performed or Company’s
\nfacilities governed by such Order are located, then such Order may modify the
\nprovisions of this Agreement to the extent of such conflict or violation if both
\nCompany and Provider each have consented to such modifications in writing. If an
\nOrder is to be executed with an Affiliate of Company, Provider shall have the
\nright to approve such Affiliate, which approval shall not be unreasonably
\nwithheld or delayed.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

2<\/p>\n

\n

\n

2.4 Scope<\/u>. Provider shall furnish and be responsible for all
\nmaterials, equipment and activities that are necessary or required for its
\nperformance of the Services, including without limitation all supervision,
\nadministration, coordination, labor, inspection, testing and other services,
\nequipment, supplies and other goods, means, methods, techniques, sequences,
\nlicenses, permits, approvals and documents.<\/p>\n<\/p>\n

2.5 Non-Exclusivity of Services<\/u>.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Nothing in this Agreement requires Company to acquire from Provider the
\nServices. Company may, in its sole discretion, acquire additional services
\nsimilar to the Services from any Third Party Suppliers or perform such services
\ninternally.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

During the Term and the Termination Assistance Period, Company may increase
\nor decrease the volume of the Services as a result of Company electing to
\nprovide such volumes internally or obtain such volumes from a Third Party
\nSupplier.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Company shall not be obligated to acquire any of the Services from Provider
\nwith respect to any additional business unit, site or entity including pursuant
\nto an acquisition. However, subject to Section 2.3<\/u> above, Company will
\nhave the option pursuant to an Order for New Services to direct Provider to
\nprovide Services under and in accordance with the terms of this Agreement to
\nservice any additional entity or business unit, and, if such additional entity
\nor business unit has an agreement with Provider for facilities management
\nrelated services at the time of such acquisition, Provider will not impose any
\ntermination fees on Company or such entity or business unit in connection with
\ntermination of such agreement and replacement with such agreement with the new
\nOrder hereunder[*].<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

After giving notice to Provider, as provided in the following sentence,
\nCompany may insource or obtain from a third party any portion of the Services.
\nBefore insourcing or obtaining from a third party any portion of the Services,
\nCompany shall (i) give prior written notice to Provider that Company is
\ncontemplating such insourcing or alternative sourcing, including a description
\nof the affected Services and allow the Provider at least fifteen (15) days to
\ndiscuss such proposed changes prior to Company making any proposed commitments
\nwith respect to such insourcing or third party engagement and (ii) not terminate
\nthe Services proposed to be insourced or serviced by an alternative provider
\nprior to the date thirty (30) days after such fifteen-day discussion period. In
\nthe event Company insources or obtains from a third party a portion of the
\nServices, but not the entire scope of Service, Provider shall notify Company
\nduring the fifteen-day discussion period whether there are any
\n[*<\/em><\/strong>] that Provider will incur pursuant to any
\nSubcontracts and Supply Contracts related to the Services proposed to be
\nterminated, and Company will have the option of assuming the applicable
\nSubcontracts and Supply Contracts [*<\/em><\/strong>]. Any termination
\nof Services pursuant to this Section 2.5<\/u> shall be evidenced by a Change
\nin accordance with the Change Control Process. [*<\/em><\/strong>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.6 Standard of Care<\/u>. Provider shall meet the Standard of Care in the
\nperformance of its obligations hereunder.<\/p>\n<\/p>\n

2.7 Interpretation of Documents<\/u>. In the event of a conflict or
\ninconsistency between the terms of the main body of this Agreement and the
\nOrders (if any), Exhibits, Schedules, Attachments or Appendices, the terms of
\nthis Agreement shall prevail. However, (i) a term or terms of an Order shall
\ncontrol to the extent the Order expressly provides that such term(s) supersede
\nand control over the terms of the Agreement and, (ii) to the extent that a
\nconflict is with respect to the quality of the Services, the Exhibit A<\/u>
\n(Description of Services) and Exhibit C<\/u> (Key Performance
\nIndicators\/Service Level Agreements) shall prevail. No other terms, including
\nwithout limitation any terms or conditions set forth in any document issued by
\nProvider, are effective unless accepted by Company in writing.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

2.8 Affiliates<\/u>. When an Order is entered into by one or more
\nAffiliates of Provider, both the applicable Affiliate and Provider shall be
\njointly and severally liable and responsible to Company and its Affiliates for
\nall obligations to be undertaken by such Affiliate(s) of Provider under the
\nOrder. In the event that any of Provider’s Affiliates fail to perform any of
\ntheir obligations under any Order issued hereunder, Provider shall cause such
\nobligations to be discharged in accordance with the requirements of this
\nAgreement and the applicable Order. Provider acknowledges and agrees that
\nCompany may seek recourse directly against Provider for the failure of any of
\nProvider’s Affiliates to perform any obligations under any Order without seeking
\nor exhausting remedies against such Provider Affiliates. Provider’s liability to
\nCompany under this Section 2.8<\/u> shall not be reduced or otherwise modified
\nby any full or partial discharge or reduction of a Provider Affiliate’s
\nliability to Company under any bankruptcy, insolvency or other proceeding. If an
\nOrder is executed by an Affiliate of Company (subject to Provider’s approval
\nright pursuant to Section 2.3<\/u> above), the obligations of the Affiliate
\nunder the Order shall be independent obligations of such Affiliate and Company
\nshall not <\/u>have joint and several liability with respect to the Order
\nunless otherwise expressly agreed by Company in writing.<\/p>\n<\/p>\n

2.9 Non-Solicitation of Employees<\/u>. Except as provided in Section
\n12.8<\/u> or Section 18.8<\/u>, during the Term and Termination Assistance
\nPeriod and for a period of [*] months thereafter, neither Party shall directly
\nor indirectly solicit for hire any personnel or employees of the other Party
\n[*<\/em><\/strong>] unless such Party has consulted with the other
\nParty and obtained permission to solicit such employee of the other Party for
\nemployment. This Section 2.9<\/u> shall not apply in the event that any
\nemployee of a Party seeks employment with the other Party in response to a
\ngeneral advertisement or recruiting effort not directed at such employee or
\nParty, or any employee of either Party who is terminated or otherwise released
\nfrom employment by Party or its Affiliates.<\/p>\n<\/p>\n

3. SERVICE LEVELS AND CUSTOMER SATISFACTION<\/strong><\/p>\n<\/p>\n

3.1 General<\/u>. Provider shall perform the Services at least (i) at the
\nlevel of the Service Levels (including applicable SLA Targets and KPI Targets)
\nset forth in Exhibit C<\/u> (Key Performance Indicators\/Service Level
\nAgreements) or in the applicable Order and (ii) where no KPI Target or SLA
\nTarget is set forth in Exhibit C<\/u> (Key Performance Indicators\/Service
\nLevel Agreements) or the applicable Order, at the same level and with at least
\nthe same degree of accuracy, quality, completeness, timeliness, responsiveness,
\nsecurity and efficiency as was provided prior to the Effective Date by or for
\nCompany. At all times Provider’s level of performance shall be at least equal to
\nthe Service Levels or, in cases where Service Levels do not exist, to accepted
\nindustry standards of first tier providers of services similar to the Services.\n<\/p>\n<\/p>\n

3.2 Service Level Failure<\/u>. Provider shall inform Company immediately
\nif Provider is unable, or is reasonably likely to be unable, to provide the
\nServices in accordance with the Service Levels (including applicable SLA Targets
\nand KPI Targets) or this Agreement or if any organizational, security-related or
\nother changes will materially affect, or are reasonably likely to materially
\naffect, the provision of the Services. Without limiting the remedies available
\nto Company hereunder, upon Provider’s failure to provide any of the Services in
\naccordance with the Service Levels required with respect thereto, whether or not
\nthe cause of such failure is immediately identified and cured by Provider,
\nProvider shall immediately: (i) perform an analysis to identify the root cause
\nof such failure; (ii) identify the procedures necessary for correcting the
\nfailure and implementing such procedures to effectuate such correction; (iii)
\nprovide Company with a report detailing the findings and procedures identified
\nand implemented under (i) and (ii) above; and (iv) take appropriate preventive
\nmeasures so that the problem does not recur.<\/p>\n<\/p>\n

3.3 Cooperation with Third Parties<\/u>. In order for Provider to provide
\nthe Services in accordance with the Service Levels, Provider may be required to
\ncoordinate its efforts with Third Party Suppliers. With respect to Service Level
\nfailures caused by Third Party Suppliers, except as set forth in Section
\n3.4<\/u>, Provider’s failure to meet such Service Levels shall not be excused and
\nProvider shall remain responsible for the performance of the Services in
\naccordance with the Service Levels.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

3.4 Excused Service Level Failure<\/u>. To the extent Provider demonstrates
\nto Company’s reasonable satisfaction that any SLA Failure or KPI Failure is
\ndirectly attributable to: (A) a breach of this Agreement by Company that
\nprevents Provider from meeting the applicable SLA Target or KPI Target; or (B)
\nacts or omissions of Company or a Third Party Supplier, provided that (1)
\nProvider was unable to notify Company in writing of the consequences of such
\nacts or omissions or Company disregarded any notice made by Provider as to the
\nconsequences of such acts or omissions, (2) Provider complied with the
\nrequirements of any applicable BC Plan, and (3) Provider was unable to take
\nother reasonable steps to avert such consequences, then the measurement of such
\nSLA Target or KPI Target shall be adjusted to account for the abovementioned
\nfactors during the period that such factors were in effect.<\/p>\n<\/p>\n

3.5 Periodic Reviews<\/u>. At least annually or more often as set forth in
\neach Order or the service metrics specified in this Agreement, Company and
\nProvider shall review the Service Levels and make adjustments to them as
\nappropriate to reflect improved performance capabilities associated with
\nadvances in the technology and methods used to perform the Services. The Parties
\nexpect and understand that the Service Levels shall be optimized over time.<\/p>\n<\/p>\n

3.6 Measurement and Monitoring Tools<\/u>. Provider shall, with respect to
\neach Service Level, prior to the date that such Service Level takes effect,
\nimplement and\/or test measurement and monitoring tools and procedures acceptable
\nto Company to measure and report Provider’s performance of the Services against
\nthe applicable Service Levels. Such measurement and monitoring tools and
\nprocedures shall permit reporting at a level of detail sufficient to verify
\nProvider’s compliance with the Service Levels. Without limiting Provider’s
\nresponsibility to develop and maintain such measurement and monitoring tools and
\nprocedures, if at any time such measurement and monitoring tools are temporarily
\ninoperable or unavailable, Provider may manually prepare the applicable studies
\nand reports. Provider shall also provide Company with on-line access to the most
\ncurrent data used by Provider to calculate its performance against the Service
\nLevels and the measurement and monitoring tools and procedures utilized by
\nProvider to generate such data. Given the nature of Company’s multi-vendor
\nenvironment, any such data may be shared by Company with third party providers,
\nprovided that such third party providers have executed appropriate
\nnon-disclosure agreements or are otherwise bound by confidentiality obligations.
\nNotwithstanding the foregoing, Company shall not disclose any KPI Scorecard and
\nSLA Scorecard to any Provider Competitors. The use of any such data by the third
\nparty providers shall be limited to managing the provision and delivery of
\nservices, products and resources to Company and resolving any issues or problems
\nrelating to the provision and delivery of any such services, products or
\nresources. Company shall not be required to pay any amount in addition to the
\nServices Costs for (i) such measurement and monitoring tools or (ii) any
\nresources utilized in connection with such measurement and monitoring tools.\n<\/p>\n<\/p>\n

3.7 Third Party Provider Performance Data<\/u>. Provider acknowledges and
\nagrees that it may receive performance data from third party providers and such
\nperformance data shall be Confidential Information of Company. Provider further
\nagrees that it shall use such performance data only for managing the provision
\nand delivery of services, products and resources and resolving any problems or
\nissues that relate to such services, products and resources. Provider shall not
\nuse any such performance data for any other purpose, except as otherwise agreed
\nby Company.<\/p>\n<\/p>\n

3.8 Service Level Reporting<\/u>. No later than the first business day
\nfalling on or after the fifteenth (15th) day of each calendar month (or as
\notherwise specified in Exhibit C<\/u>) during the Term and Termination
\nAssistance Period, Provider shall provide Company with a monthly (or as
\notherwise specified in Exhibit C<\/u>) performance report describing
\nProvider’s performance of the Services in the preceding month (or other time
\nframe specified in Exhibit C<\/u>), which report shall be made available to
\nCompany in an online, electronic form. Each such report shall:<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

for each area of the Services, assess the degree to which Provider has
\nattained or failed to attain the Service Levels;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

explain any Service Level failures and include a plan for corrective action
\nwhere appropriate;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

5<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

identify any problems or issues of which Provider becomes aware that are
\nbeing caused by the acts or omissions of any Third Party Suppliers and agree
\nwith the proposed steps necessary to resolve any such problems or issues;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

include such documentation and other information as Company may reasonably
\nrequest to verify compliance with the Service Levels; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

include a quarter-to-date and year-to-date analysis and report identifying
\nservice trends in Provider’s performance of the Services. Such analysis and
\nreport shall provide observations and suggestions for the continuous improvement
\nand enhancement of the Services in accordance with Section 2.2<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The foregoing information shall be updated on a monthly basis unless a
\ndifferent reporting period is set forth in Exhibit C<\/u> (Key Performance
\nIndicators\/Service Level Agreements). Any failure by Provider to report on
\nProvider’s success or failure to meet any Service Level, including if such
\nfailure results from Provider’s failure to implement, or delay in implementing,
\nappropriate measurement and monitoring tools pursuant to Section 3.6<\/u>,
\nshall be deemed to be a Service Level failure with respect to the applicable
\nService Level for the applicable Measurement
\nPeriod[*<\/em><\/strong>].<\/p>\n<\/p>\n

3.9 Customer Satisfaction Surveys<\/u>.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

As set forth in Exhibit N<\/u> (Customer Satisfaction), Provider shall, on
\na periodic basis throughout the Term and Termination Assistance Period, survey a
\nrepresentative sample of users of the Services to ascertain their level of
\nsatisfaction with Provider’s management and provision of the Services. The
\nrepresentative sample, survey format and questions shall be as described in
\nExhibit N<\/u> (Customer Satisfaction) and shall be subject to Company’s
\nreview and approval.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall continuously monitor customer satisfaction surveys. If such
\nsurveys show any material or recurring dissatisfaction, Provider shall, within
\nthirty (30) days of the completion of the applicable customer satisfaction
\nsurvey, (a) conduct a root cause analysis as to the cause of such
\ndissatisfaction; (b) develop an action plan to address and improve the level of
\nsatisfaction; (c) present such plan to Company for its review, comment and
\napproval; and (d) take action in accordance with the approved plan and as
\nnecessary to improve the level of satisfaction. Provider’s action plan developed
\nhereunder shall set forth the specific measures to be taken by Provider and the
\ndates by which each such measure shall be completed. Following implementation of
\nsuch action plan, Provider shall conduct a follow-up survey with the affected
\nmanagement to confirm that the cause of any dissatisfaction has been addressed
\nand that the level of satisfaction has improved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4. COVENANTS OF PROVIDER<\/strong><\/p>\n<\/p>\n

4.1 Maintenance<\/u>. Provider shall maintain all Company Provided
\nEquipment and Provider Equipment so that they operate in accordance with their
\nspecifications, including (A) maintaining such Equipment in good operating
\ncondition, subject to normal wear and tear; and (B) undertaking repairs and
\npreventive maintenance on such Equipment in accordance with the applicable
\nEquipment manufacturer’s recommendations.<\/p>\n<\/p>\n

4.2 Completion of Milestones and Deliverables<\/u>. Provider shall complete
\neach milestone and Deliverable on the Schedule set forth in each Order. Provider
\nshall promptly notify Company upon completion of each milestone or Deliverable
\nand promptly deliver all relevant Work Product to Company.<\/p>\n<\/p>\n

4.3 Facilities and Space<\/u>. Provider shall provide the initial Services
\nunder this Agreement from the Agreed Service Locations and New Services from the
\nlocations specified in the applicable Order.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

Provider shall ensure that the relevant Provider Personnel comply with the
\nsecurity requirements of Company in relation to their access to their dedicated
\narea and that each Provider Personnel will operate a “clean desk” policy.<\/p>\n<\/p>\n

4.4 Dedicated Personnel<\/u>. If specified in Exhibit A<\/u>
\n(Description of Services) or an applicable Order, certain Provider Personnel
\nassigned to perform Services shall be dedicated to performance of the Services.
\nProvider shall ensure that all Personnel so identified are dedicated solely to
\nperformance of such Services and shall not assign such Personnel to any other
\nproject unless otherwise agreed in writing by the Parties.<\/p>\n<\/p>\n

4.5 Quality Assurance<\/u>. Provider shall establish, implement and enforce
\nquality assurance programs and procedures commensurate with the Services to be
\nprovided hereunder. Provider shall identify those Provider Personnel responsible
\nfor and authorized to act as Provider’s designated representative(s) with
\nrespect to such quality assurance programs and procedures and such Provider
\nPersonnel shall be considered Key Provider Personnel hereunder. Company shall
\nhave the right to review and audit Provider’s quality assurance programs and
\nprocedures.<\/p>\n<\/p>\n

4.6 Compliance<\/u>. Provider shall (i) comply with all Company Policies
\nthat apply to the Services or Provider’s obligations hereunder of which Provider
\nis aware or Company has notified Provider, (ii) assist Company to ensure that
\nsuch Services are in compliance with Company’s legal, regulatory and compliance
\nobligations, and (iii) ensure that the provision of the Services will be in
\ncompliance with Applicable Law. Unless otherwise agreed in Exhibit A<\/u>
\n(Description of Services) or an applicable Order, Provider shall obtain and
\nmaintain all necessary governmental or regulatory licenses, authorizations,
\npermits or consents required to provide the Services. Company shall have the
\nright to modify the Company Policies from time to time with notice to Provider.
\nProvider shall comply with all such revised Company Policies. In the event
\nProvider is required to implement revised Company Policies as a result of
\nchanges in law or changes otherwise generally affecting Provider or other
\ncustomers of Provider, Provider shall not be entitled to any additional
\nManagement Fees as a result thereof, but Reimbursable Costs may be modified in
\naccordance with the Change Control Process. In the event Provider is required to
\nimplement changes solely because of changes to Company Policies, Provider shall
\nbe entitled to recover reasonable incremental Service Costs associated therewith
\nin accordance with the Change Control Process.<\/p>\n<\/p>\n

4.7 Conflicts<\/u>. Provider shall not enter into any agreement, whether
\nwritten or oral, that would materially adversely affect Provider’s ability to
\nfulfill its obligations or that would constitute a default hereunder.<\/p>\n<\/p>\n

4.8 Use of Third Party Intellectual Property<\/u>. Company understands that
\nProvider will use software that is Third Party Intellectual Property to provide
\nthe Services. Upon the request of Company, Provider shall provide Company with
\nan updated list of the foregoing being used in connection with the Services, and
\nupon request from Company shall provide a copy of the license for such Third
\nParty Intellectual Property. Upon reasonable prior notice, Company may conduct
\nsupervised reviews within Provider’s offices of any aspects of Provider’s
\nsoftware and discuss any issues with Provider. During any such reviews Company
\nshall not have access to any software or software customizations constituting
\nProvider Intellectual Property Rights and made for or exclusively used by other
\nclients and not used to provide the Services. In addition to the foregoing prior
\nto Provider using or entering into any agreements to license or use any Third
\nParty Intellectual Property that will be used to provide the Services or create
\nany Work Product, Provider shall provide a copy of such agreement to Company.
\nProvider shall not use any such Intellectual Property, including computer
\nsoftware, to provide the Services unless Company has approved in advance in
\nwriting the applicable agreement to license or use such software. Without
\nlimiting the foregoing, unless otherwise approved by Company in writing, any
\nsuch license for Third Party Intellectual Property shall expressly permit the
\nlicense to be assigned or sub-licensed to Company without further approval of
\nthe licensor.<\/p>\n<\/p>\n

4.9 Evidence of Compliance<\/u>. Upon Company’s written request, Provider
\nshall furnish any evidence Company reasonably requests relating to Provider’s
\nobligations hereunder and its ability to fulfill such<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

7<\/p>\n

\n

\n

obligations or substantiate its representations hereunder at any time during
\nthe Term and Termination Assistance Period, and to the extent related to
\nobligations that survive the termination or expiration of this Agreement, the
\nperiod of such survival. The substance, form and timing of such evidence shall
\nbe subject to Company’s reasonable satisfaction.<\/p>\n<\/p>\n

4.10 Competitors<\/u>. Provider shall not provide any Services to Company
\nfrom a site or facility of any Competitor without Company’s prior written
\nconsent. If Provider is to provide Company with Services from a shared
\nenvironment where such Services either are provided from a Provider site that is
\nshared with a Competitor or such Services are provided to a Competitor from the
\nsame site or location, Provider shall develop a process, subject to Company’s
\napproval, to restrict access in any such shared environment so that such
\nCompetitor, and any other third party, shall have no access to Company’s Work
\nProduct or Confidential Information.<\/p>\n<\/p>\n

5. ESTABLISHING ORDERS AND CHANGE CONTROL<\/strong><\/p>\n<\/p>\n

5.1 Requests for Change or New Services<\/u>. Commencing on the Effective
\nDate and from time-to-time during the Term and Termination Assistance Period,
\nCompany may (i) request in writing (each, a “Change Request<\/strong>“)
\nthat Provider terminate, remove, replace or change a Service or Service Level (a
\n“Change<\/strong>“) or (ii) request that Provider perform a New Service
\npursuant to an Order as provided in Section 2.3<\/u> above. Without limiting
\nthe generality of the foregoing, a Change requested by Company may involve (a)
\nthe deletion of buildings or facilities from the scope of Services under this
\nAgreement; (b) the augmentation of work and Services to be performed by Provider
\nwith respect to one or more Company buildings or facilities; and\/or (c) the
\nelimination or modification of one or more Services Categories, Service Levels
\nor scopes of Service. Change Requests and Orders for New Services shall be
\naddressed and implemented in accordance with the provisions of this Article
\n5<\/u>, the Change Control Process and, where applicable, Company’s change
\nmanagement requirements. Any actions taken or not taken by Provider in
\nanticipation of execution of this Agreement, any modification, any Order or any
\nChange Request are taken at its sole risk and expense. Any estimate or forecast
\nby Company of services that may be furnished by Provider before or during the
\nTerm or Termination Assistance Period does not constitute a commitment of any
\nkind.<\/p>\n<\/p>\n

5.2 Order Placement for New Services and Acceptance<\/u>. In the event
\nCompany notifies Provider that it intends to proceed with Provider on the basis
\nof a project proposal, Company and Provider shall diligently negotiate in good
\nfaith to mutually agree upon an Order. Unless and until the Parties have
\nexecuted an Order, neither Party shall have any obligations with respect to the
\nservices proposed in a project proposal. Provider shall perform Services
\npursuant to each executed Order issued during the Term and Termination
\nAssistance Period. Each Order shall define the specific scope of Services that
\nProvider shall undertake, as well as any special terms and conditions associated
\ntherewith. All Orders issued hereunder shall be subject to the terms and
\nconditions of this Agreement. Provider shall promptly execute and return any
\nOrder issued by Company and approved by Provider hereunder to evidence
\nProvider’s acceptance of such Order and the terms set forth therein. Without
\nlimiting Company’s remedies, Company may withdraw an Order or defer the
\ncommencement of performance under such Order and\/or the payment of Services
\nCosts thereunder unless and until Provider has executed and delivered a
\ncounterpart original of the Order to Company. Notwithstanding anything to the
\ncontrary, Provider’s acknowledgment, receipt, or commencement of performance of
\nany obligations under an Order is deemed an acceptance of that Order in
\naccordance with the terms contained in that Order and this Agreement.<\/p>\n<\/p>\n

5.3 Response to Request for New Services<\/u>. Upon receipt of a request to
\nadd a New Service, Provider shall, within ten (10) days or such other longer
\ntime as specified in the project request, provide Company with a written
\nproposal for the performance of such additional Service, which proposal shall
\ninclude: (i) a description of the services, functions and responsibilities to be
\nperformed in connection with such additional Service; (ii) a Schedule for
\ncommencing performance of such additional Service; (iii) Provider’s prospective
\nServices Costs for such additional Service; (iv) the impact of such additional
\nService on the calculation of Provider’s Shared Savings and Management Fee at
\nRisk under the applicable Order; and (v) such other information as may be
\nreasonably requested by Company. On the<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

8<\/p>\n

\n

\n

request of Company, Provider shall provide Company with any other information
\nthat Company may reasonably require to assess the project proposal. Provider
\nshall not begin performing any such additional Service until Company has
\nprovided written authorization for such additional Service. In performing
\nadditional Services pursuant to a Change, Provider shall perform such Services
\nin a manner that does not adversely impact Company’s business operations.<\/p>\n<\/p>\n

5.4 Request for Change<\/u>.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

If Company desires to propose a Change Request, it shall deliver a written
\nnotice to Provider describing the proposed Change and establishing a reasonable
\nperiod for Provider to respond. For each proposed Change, Provider shall, within
\nthe period of time specified by Company, prepare a written response indicating:
\n(i) the effect of the proposal, if any, on the amounts payable by Company under
\nthe relevant Order and this Agreement, and the manner in which such effect was
\ncalculated; (ii) the effect of the proposal, if any, on Provider’s performance
\nof the Services, including the effect on Service Levels; (iii) the anticipated
\ntime schedule for implementing the Change; and (iv) any other information
\nreasonably necessary for, or requested by, Company to make an informed decision
\nregarding the proposed change.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

If Provider desires to propose a Change, including any Change proposed by
\nProvider by right pursuant to other provisions of this Agreement, it shall
\ndeliver a written notice to Company setting forth the information described in
\nthe previous sentence. In the event that a Change will result in a Material
\nChange in Provider’s recurring costs in connection with its performance
\nhereunder, Provider and Company shall negotiate in good faith to modify the
\nService Costs payable hereunder or under the applicable Order to reflect such
\nchanged costs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5.5 Costs<\/u>. Provider may use Direct Provider Labor to prepare
\nproposals, responses and documentation in connection with proposed Orders and
\nChanges. Each Party shall otherwise bear its own costs in connection with
\nproposals, responses and documentation in connection with any proposed Orders
\nand Changes.<\/p>\n<\/p>\n

5.6 Effect of Acceptance<\/u>. No Change shall become effective without the
\nwritten approval of Company and Provider. If approved by Company and Provider,
\nany such Change shall thereafter be deemed part of Provider’s obligations under
\nthis Agreement and the relevant Order. Under no circumstances shall Provider be
\nentitled to payment for any Change in Services that has not been approved by
\nCompany in accordance with this Article 5<\/u>.<\/p>\n<\/p>\n

5.7 No Obligation<\/u>. Provider acknowledges that Provider is expected to
\naccomplish the Services on the terms and conditions specified in this Agreement,
\nincluding the Service Costs agreed to by Provider, and that Company is under no
\nobligation to agree to any Changes requested by Provider except as expressly
\nprovided in this Agreement.<\/p>\n<\/p>\n

5.8 Effect on Service Levels and Key Performance Indicators<\/u>. In the
\nevent that (i) either Party proposes a Change that will affect any Service Level
\nfor the Services affected by such Change, (ii) such Change constitutes a
\nMaterial Change; (iii) Provider identifies the effect of such Change on any
\napplicable Service Level pursuant to Section 5.4<\/u>, and (iv) Company
\naccepts such Change in writing, then, upon implementation of such Change by
\nProvider, the affected Service Level shall be reduced solely to the extent of
\nthe effect of such Change identified by Provider; provided that<\/u>, (a) the
\nimplemented Change shall have no effect on any other Service Levels, and (b)
\nProvider and Company shall cooperate to attempt to restore such affected Service
\nLevel through future Changes. Except as provided in the previous sentence, no
\nChange shall have any effect on Provider’s obligation to perform the Services at
\nthe Service Levels. Notwithstanding anything in this Agreement to the contrary,
\nProvider acknowledges and agrees that, unless a Change Request constitutes a
\nMaterial Change, there shall be no adjustment or modification to any Services
\nCosts (other than Reimbursable Costs), [*<\/em><\/strong>] Provider’s
\nShared Savings metrics, “not to exceed” amount or other incentives under the
\napplicable Order.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

5.9 Effect on Services Costs<\/u>. To the extent that a proposed Change can
\nbe accommodated within the existing level of resources then being used by
\nProvider in performing the Services hereunder and those resources are
\nappropriate for the proposed New Service or changed Service without degradation
\nto Provider’s compliance with all applicable performance requirements under this
\nAgreement, the Services Costs payable by Company under this Agreement and the
\nCost Baseline shall not be increased as a result of such Change.<\/p>\n<\/p>\n

5.10 Emergency Changes<\/u>. In the event of an Emergency, Provider shall
\nbe permitted to suspend, remove, replace or change a Service (a
\n“Provider Emergency Change<\/strong>“) without Company’s prior written
\napproval to the extent reasonably necessary to deal with such Emergency,
\nprovided<\/u> that (i) Provider exercises reasonable efforts to secure
\nCompany’s prior approval of such Provider Emergency Change, (ii) such Provider
\nEmergency Change is necessary to respond to such Emergency, and (iii) Provider
\ngives Company notice of such Provider Emergency Change immediately upon
\nimplementing such Provider Emergency Change. Any expenditures proposed to be
\nmade by Provider in connection with such Emergency shall be subject to the
\nprovisions of Exhibit D<\/u> (Pricing). Company may, without first complying
\nwith the foregoing provisions of this Article 5<\/u>, require that Provider
\nterminate, remove, replace or change a Service or perform a New Service in the
\nevent of any Emergency (a “Company Emergency Change<\/strong>,” and a
\nProvider Emergency Change and a Company Emergency Change may be referred to
\nherein as an “Emergency Change<\/strong>“), and Provider shall implement
\nsuch Company Emergency Change promptly following Company’s request to Provider.
\nAs soon as possible following any Emergency Change, but in any event no later
\nthan fourteen (14) days following such Emergency Change, the Parties shall
\nnegotiate in good faith any modifications to Services Costs, Provider’s Shared
\nSavings and\/or the [*<\/em><\/strong>] which are necessitated by such
\nEmergency Change. Provider shall meet the Standard of Care in implementing any
\nEmergency Change, and except as specifically necessary to deal with the
\nEmergency Change nothing contained in this Section 5.10<\/u> shall operate or
\nbe construed to relieve Provider of its obligations to perform, or limit
\nProvider’s liability for the performance of, the Services in accordance with
\nthis Agreement.<\/p>\n<\/p>\n

6. TRANSITION<\/strong><\/p>\n<\/p>\n

6.1 Transition Plan<\/u>. Commencing on the Effective Date, Provider shall
\nplan, prepare for and conduct activities to transition the applicable Services
\nto Provider (the “Transition<\/strong>“). The Transition shall be
\nconducted in accordance with a written plan (the “Transition
\nPlan<\/strong>“) which, at a minimum, shall include:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed description of the Services being transitioned to Provider;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed description of the Transition activities and responsibilities to
\nbe performed by Provider in order for Provider to properly complete the
\nTransition, including a detailed description of each Transition milestone and
\ntimeline, operational reviews, strategic planning, and training;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed description of the Deliverables to be completed by Provider
\n(“Transition Deliverables<\/strong>“);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed description of any tasks that Company is required to complete or
\ninformation the Company is required to provide in connection with the
\nTransition;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

a proposed plan for transitioning all Assigned Contracts to Provider;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

a plan for dealing with systems and security access;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed description of the technology, methods, procedures, Personnel and
\norganization that Provider shall use to perform the Transition, and a process to
\naddress labor transition and any labor-related issues;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

10<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(viii)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed schedule and workplan of all Transition activities to be completed
\nin connection with the Transition, including the dates on which each such
\nactivity and any Transition milestone shall be completed;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ix)<\/p>\n<\/td>\n

<\/td>\n\n

a schedule of Transition milestones (each a “Transition
\nMilestone<\/strong>“), together with an allocation of the Transition Cost
\ninstallments to be paid upon satisfaction of such Transition Milestone
\n[*<\/em><\/strong>];<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

<\/td>\n\n

a detailed description of the potential risks associated with the Transition
\nand the risk mitigation strategies that shall be employed by Provider to
\neliminate or minimize such risks;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xi)<\/p>\n<\/td>\n

<\/td>\n\n

a process and set of standards and completion criteria acceptable to Company
\nto which Provider shall adhere in the performance of the Transition and that
\nshall enable Company to determine whether Provider has successfully completed
\nthe Transition activities and Transition Deliverables associated with each
\nTransition milestone; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xii)<\/p>\n<\/td>\n

<\/td>\n\n

any other information and planning necessary to ensure that the Transition
\ntakes place on schedule and without disruption to Company’s business or
\noperations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6.2 Final Transition Plan<\/u>. A preliminary Transition Plan is set forth
\nin Schedule 4<\/u> of Exhibit A<\/u> (Transition). Within thirty (30) days
\nafter the Effective Date, Provider shall prepare and deliver to Company a more
\ndetailed final Transition Plan, which shall be consistent with the preliminary
\nTransition Plan and shall meet the requirements set forth in Section 6.1<\/u>
\nabove. The Transition Milestones and the payments and credits allocated to such
\nTransition Milestones shall not be changed from the preliminary Transition Plan
\nunless approved in writing by Company. The final Transition Plan and any
\nsubsequent changes to the Transition Plan shall be subject to written approval
\nby Company, which approval shall not be unreasonably withheld, delayed or
\nconditioned.<\/p>\n<\/p>\n

6.3 Transition Costs<\/u>. The Transition Costs are payable by Company to
\nProvider up to the amount shown in Attachment D.4<\/u> of Exhibit D<\/u>
\nand will be paid in installments upon achievement of Transition Milestones as
\nset forth in the Transition Plan. Transition Milestones will be extended on a
\nday-for-day basis for any critical path delays in achieving such Transition
\nMilestones due to any Force Majeure Events or Excused Company-Related Delays.\n<\/p>\n<\/p>\n

6.4 Implementation<\/u>. Provider shall perform the Transition in
\naccordance with the Transition Plan and in such a manner so as to minimize any
\ndisruption to Company’s business or operations (except to the extent that
\nProvider has provided Company with reasonable advance written notice of such
\ndisruption and Company has agreed in writing that such disruption is
\nacceptable). Provider shall provide all cooperation and assistance reasonably
\nrequired and requested by Company in connection with Company’s evaluation and
\ntesting of the Transition Deliverables.<\/p>\n<\/p>\n

6.5 Transition Manager<\/u>. Each Party shall designate an individual to
\nmanage the Transition (each a “Transition Manager<\/strong>“) during the
\nTransition Period. The Provider Transition Manager shall manage the Transition
\non a dedicated, full-time basis during the Transition period. The Provider
\nTransition Manager shall (i) report to the Provider Program Manager, (ii) serve
\nas the single point of accountability for Provider for the Transition and (iii)
\nhave day-to-day authority for ensuring that the Transition is completed in
\naccordance with the Transition Plan. The Provider Transition Manager shall be
\none of Provider’s Key Provider Personnel.<\/p>\n<\/p>\n

6.6 Meeting and Reporting Requirements<\/u>. The Provider Transition
\nManager shall meet at least once each week with the Company Transition Manager
\nto report on Provider’s progress in performing the Transition and meeting the
\nrequirements of the Transition Plan. As part of each weekly meeting, Provider
\nshall provide Company with a written status report that shall include (i) an
\nupdated status chart detailing the then-current status of all Transition
\nactivities, including the Transition Deliverables, against the<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

Transition Plan, and (ii) any issues or problems that Provider is
\nexperiencing in connection with the Transition and any efforts or remedial
\nactions that Provider is undertaking to resolve such issues or problems. The
\nmeetings described in this Section 6.6<\/u> shall take place at the time and
\nplace reasonably designated by Company, and with agendas specified by Company.\n<\/p>\n<\/p>\n

6.7 Company’s Right to Participate in the Transition<\/u>. Company reserves
\nthe right to monitor, test and otherwise participate in the Transition. Provider
\nshall immediately notify Company if such monitoring, testing or participation
\nhas caused (or in Provider’s reasonable opinion may cause) a problem or delay in
\nthe Transition and work with Company to prevent or circumvent such problem or
\ndelay.<\/p>\n<\/p>\n

6.8 Completion of Transition<\/u>. The Transition shall not be considered
\nto be complete until all Transition Deliverables have been accepted by Company.
\n[*<\/em><\/strong>]<\/p>\n<\/p>\n

6.9 Termination by Company<\/u>. In the event that (i) Provider fails to
\nachieve acceptance of a Transition deliverable within thirty (30) days of the
\napplicable Transition Milestone (provided that for purposes of this Section
\n6.9<\/u>, such milestone deadline will be extended by the period of critical path
\ndelay caused by a Force Majeure Event or by the fault or negligence of Company,
\nup to a maximum extension of sixty (60) days), or [*] Company may, upon notice
\nto Provider, terminate this Agreement, in whole or in part, as of the
\ntermination date specified in the notice, without cost or penalty and without
\nthe payment of any termination charges.<\/p>\n<\/p>\n

7. STEP-IN RIGHTS<\/strong><\/p>\n<\/p>\n

7.1 Step-In<\/u>. If any Service Disruption occurs, Company may, at its
\noption and without prejudice to any other rights or remedies under this
\nAgreement or the relevant Order, undertake one or more of the following (each a
\n“Step-In<\/strong>“):<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Where Company considers it necessary to do so, in its reasonable business
\njudgment, suspend Provider’s right and obligation to provide any or all of the
\nServices; and\/or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Itself provide, and\/or engage a replacement service provider to provide any
\nor all of the disrupted Services; and\/or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Locate one or more Company Personnel in any Agreed Service Location to work
\nwith the relevant Provider Personnel and to oversee and manage the provision of
\nall or any Services.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7.2 Obligations During Step-In<\/u>. For the period in which the Step-In
\ncontinues, Services Costs will not be payable in respect of those Services that
\nare subject to the Step-In.<\/p>\n<\/p>\n

7.3 Resumption of Services<\/u>. After a Step-In, unless Company has
\nterminated the relevant Services pursuant to the terms of this Agreement or any
\nOrder, Company shall allow Provider to resume the provision of the Services that
\nare the subject of the Step-In as soon as reasonably practicable after both of
\nthe following are satisfied:<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

The relevant Service Disruption has ceased; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider has demonstrated through the submission and execution of a
\ncorrective action plan to Company’s reasonable satisfaction that it will be able
\nto meet the relevant Service Levels (if applicable) and otherwise provide the
\nrelevant Services in accordance with the relevant Order and this Agreement if it
\nresumes provision of those Services.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Provider shall use diligent, commercially reasonably efforts to resume
\nServices subject to a Step-In as soon as reasonably possible.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

7.4 Termination During Step-In<\/u>. Without limiting any rights or
\nremedies of Company hereunder, if the requirements for ending a Step-In set
\nforth in Section 7.3<\/u> have not been met within thirty (30) days of
\ncommencement of the Step-In (provided that for purposes of this Section
\n7.4<\/u>, such period will be extended by the period of critical path delay
\ncaused by any Force Majeure Event or by the fault or negligence of Company, up
\nto a maximum extension of sixty (60) days), then Company may immediately
\nterminate for cause all or any part of this Agreement. Upon such termination,
\nProvider shall be entitled to Services Costs in accordance with the terms of
\nthis Agreement and the applicable Order up to the date of the last provision of
\nthe Services.<\/p>\n<\/p>\n

7.5 Upon Termination<\/u>. If Company elects to terminate any Services
\npursuant to Section 7.4<\/u>, it may, in its discretion, require Provider to
\ncomplete any partially-completed Deliverables, provided that Provider may
\ninvoice Company for the relevant Services Costs for the work involved.<\/p>\n<\/p>\n

7.6 Rights and Remedies<\/u>. For the avoidance of doubt, the rights and
\nremedies of Company under this Article 7<\/u> are in addition to and not in
\nsubstitution for any other rights or remedies available to Company under any
\nother Section of this Agreement, under any Order, or at common law or in equity.\n<\/p>\n<\/p>\n

8. BUSINESS CONTINUITY AND DISASTER RECOVERY<\/strong><\/p>\n<\/p>\n

8.1 BC Plan<\/u>. Provider shall, as part of the Services, in accordance
\nwith Company’s BC Policies, develop, maintain, test and implement a business
\ncontinuity plan in respect of the Services that provides for the emergency
\nresponse and management, recovery, restoration and ongoing performance of the
\nServices following any Disaster or any other discontinuation of business that
\ndisrupts such performance (“BC Plan<\/strong>“). Provider and Company
\nshall cooperate to jointly develop and mutually approve the initial BC Plan
\nwithin sixty (60) days after the Effective Date. If, as the result of the
\noccurrence of a Disaster and subsequent implementation of the BC Plan by
\nProvider, the volume and\/or scope of Services or the cost of providing the
\nServices is materially increased, the Provider may, within thirty (30) days
\nafter the occurrence of the Disaster, submit a Change Request to Company with
\nrespect to Provider’s implementation of the BC Plan, in which case Provider
\nshall submit a proposal with respect to the proposed Change and the Change
\nRequest shall be resolved in accordance with the provisions of Section
\n5.5<\/u>. Provider’s failure to submit a Change Request prior to the expiration
\nof such thirty-day period shall constitute a waiver of any right to seek a
\nmodification of the Services Costs and Provider’s Shared Savings metrics under
\nthis Agreement in connection with implementation of the BC Plan or any schedule
\nobligations under this Agreement and the applicable Order impacted by the
\nimplementation of such BC Plan.<\/p>\n<\/p>\n

8.2 BC Principles<\/u>. The BC Plan shall be sufficient to ensure that
\nProvider is able to continue providing the Services if there is a Disaster (i)
\naffecting Company or (ii) affecting only Provider and not Company. Without
\ndetracting from the general principles set forth above, each BC Plan shall:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Provide for the prompt and efficient handling of incidents, disruptions,
\ninterruptions or Disasters that impair Provider’s ability to perform the
\nobligations of Provider under this Agreement and the relevant Order;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Consider the following assumptions in the planning process: single building
\nfailure; wide-scale disruption; loss of data center and information systems;
\nloss of critical staff; and the ability to access pre-staged supplies and
\nequipment under most likely circumstances;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Comply with the BC Policies;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Provide and replenish supplies and equipment necessary for response and
\nrecovery; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Provide for notification procedures (24X7, 365), including home phone numbers
\nto include key contact information for purposes that the Company can
\nnotify\/activate Provider’s response.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

13<\/p>\n

\n

\n

8.3 Content of BC Plan<\/u>. The BC Plan shall be set forth in Exhibit
\nP<\/u> (Business Continuity Policies) or the relevant Order and Provider shall
\nspecifically include in such BC Plan the following:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Procedures whereby Provider shall test the effectiveness of the BC Plan and
\nProvider’s ability to restore the Services, as documented in the BC Plan;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Procedures whereby Provider shall deliver to Company the appropriate periodic
\nreports confirming Provider’s ongoing compliance with the BC Policies and other
\nCompany Policies; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Identification of a person or persons to be responsible for the BC Plan to
\nserve as a liaison point between Company and Provider.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8.4 Modification of BC Plan<\/u>. Provider acknowledges that the BC Plan
\nmay require modification during the Term or Termination Assistance Period or the
\nterm of any relevant Order as a result of changes in law applicable to Company,
\nand\/or changes in the BC Policies. Provider shall cooperate with Company and
\npromptly implement such changes in order to permit Company to comply with such
\nchanges. If any change is required to a BC Plan as a result of a change in any
\nof the BC Policies, such change will be implemented by Provider through the
\nChange Control Process.<\/p>\n<\/p>\n

8.5 Compliance and Maintenance of BC Plan<\/u>. Once a BC Plan is deemed
\nappropriate, Provider shall comply with the requirements set forth in such BC
\nPlan as it relates to this Agreement or the relevant Order. Provider shall
\nmaintain the BC Plan throughout the Term or the term of the relevant Order and
\nTermination Assistance Period and implement the relevant BC Plan in accordance
\nwith its terms as part of the Services in order to minimize the effect of a
\nDisaster or other incident affecting the provision of the Services to Company.\n<\/p>\n<\/p>\n

8.6 Periodic Review<\/u>. Provider shall periodically review (at least
\nevery twelve (12) months) each BC Plan and discuss with Company any such review
\nso as to confirm that it meets Company’s requirements from time to time. Company
\nshall have the option at any time to have the BC Plan reviewed by an independent
\nthird party at Company’s cost. The results of such review shall be discussed
\nwith Provider and, where appropriate, implemented by Provider.<\/p>\n<\/p>\n

8.7 Periodic Testing<\/u>. Provider shall periodically test (at least every
\ntwelve (12) months) all recovery strategies and critical systems and
\ninfrastructure as identified in the BC Plan. Provider shall discuss and agree to
\nsuch testing with Company and allow Company the opportunity to participate,
\nobserve and monitor the testing. After the testing has been concluded, Provider
\nshall provide Company with a detailed summary of the results applicable to the
\nServices and with an action plan to remedy any inadequacies highlighted by the
\ntesting. This may be required to be accomplished through participation in
\nCompany-directed exercises (including without limitation call tree, table top or
\nfull scale disaster walkthrough exercises).<\/p>\n<\/p>\n

8.8 Crisis Management Procedures<\/u>. Provider shall maintain current
\ndocumented crisis management procedures and shall inform Company immediately
\nupon becoming aware that a Disaster has occurred or is likely to occur.
\nFollowing the occurrence or knowledge of the likely occurrence of a Disaster,
\nProvider shall immediately invoke its crisis management procedures implementing
\nthe BC Plan while fully communicating the status to Company throughout its
\nimplementation of the BC Plan.<\/p>\n<\/p>\n

9. ACQUISITION AND DIVESTMENT SUPPORT<\/strong><\/p>\n<\/p>\n

9.1 Rights Upon Divestiture<\/u>. In the event that Company divests an
\nentity or business unit, Provider shall, at Company’s request, continue to
\nprovide the Services to Company and such divested entity or business unit at the
\nServices Costs and on the terms and conditions then in effect if appropriate to
\nthe scale of Services, provided that such divested entity will agree to comply
\nwith the terms and conditions of this Agreement. At Company’s request, Provider
\nshall separately invoice such divested entity. To the<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

14<\/p>\n

\n

\n

extent applicable, Services and Deliverables for Company and its divested
\nentity shall be combined for purposes of determining Services Costs. Provider
\nshall not unreasonably withhold, delay or condition its consent to novation of
\nthis Agreement in parts as relates to the divested entity or business unit and
\nthe Services remaining to be provided to Company. In the event the Parties are
\nnot able to reach agreement regarding such a novation and Company elects to
\nterminate some or all of the Services as they relate to the acquired or divested
\nentity, Provider shall provide Termination Assistance Services as requested by
\nCompany or to the acquired or divested entity in accordance with the terms of
\nthis Agreement.<\/p>\n<\/p>\n

9.2 Ongoing Support<\/u>. Subject to Section 9.4, Provider shall provide to
\nCompany, and Company shall pay the costs of, the following support in relation
\nto any actual or potential divestments:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Assist Company in planning, preparing and implementing any transition or
\nchanges related to the Services as a result of such divestment;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Perform infrastructure changes as a result of such divestment;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Perform increased data and physical security as a result of such divestment;
\nand<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Perform increased disaster recovery planning.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9.3 Potential Acquisitions<\/u>. Subject to Section 9.4, in relation to
\npotential business acquisitions by Company of a business or entity that may have
\nrequirements for Services, Provider shall provide Company, and Company shall pay
\nthe incremental costs, with the following support:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Assist Company in planning, preparing and implementing any transition or
\nchanges related to the Services as a result of an acquisition;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

As part of these activities, perform an analysis of the acquired business’
\n(or to-be-acquired business’) current facilities management and related services
\nand the impacts to the acquired business and Company;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Taking into account economies of scale and other synergies between the
\nacquired business and Company, use reasonable efforts to reduce Services Costs
\nassociated with the Services;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Perform infrastructure changes due to an acquisition;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Perform increased data and physical security as required;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Provide temporary staffing as required ensuring uninterrupted Services; and\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

Perform increased disaster recovery planning, as may be required.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9.4 Support Fees<\/u>. Provider shall provide acquisition and divestment
\nsupport as described in this Article 9<\/u> as part of the Services to the
\nextent that such acquisition support may appropriately be provided using Direct
\nProvider Labor and applicable resources then primarily assigned to the
\nperformance of the Services without adversely impacting Service Levels or
\nProvider’s ability or costs to perform such Services. If acquisition or
\ndivestment support will require the use of different or additional resources
\nbeyond that which Provider is then using to provide the Services in accordance
\nwith the Service Levels, then Provider may request that Company execute an Order
\nwith respect to such acquisition or divestment support services and pay
\nProvider’s reasonable incremental costs in accordance with Article 5<\/u>
\nabove.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

15<\/p>\n

\n

\n

10. BENCHMARKING<\/strong><\/p>\n<\/p>\n

10.1 Generally<\/u>. Company shall have the right to conduct benchmarking
\nexercises in accordance with this Article 10<\/u>to measure Provider’s
\nperformance in relation to the Services and the Services Costs associated with
\nthe Services to determine if the Provider’s performance matches, and the
\nServices Costs, are in line with Best Practices. A benchmarking exercise may be
\ninitiated by the Company by giving not less than thirty (30) days notice to
\nProvider. Company may elect to have benchmarking conducted in relation to any or
\nall of the Services, including any particular Services Categories, Subcontracts
\nand\/or Supply Contracts (a “Benchmark Category<\/strong>“). The
\nBenchmarker shall not be a Provider Competitor. Each Party shall provide
\ncooperation and assistance to facilitate the benchmarking process, including
\nmaking staff and all relevant information and materials available to the
\nBenchmarker. Provider shall have the right to give input into the selection of
\nthe Benchmarker.<\/p>\n<\/p>\n

10.2 Process<\/u>. Unless agreed otherwise by the Parties, the Benchmarker
\nshall base its assessment on the data from the twelve (12) month period
\nimmediately proceeding initiation of the benchmarking process, provided that for
\nSubcontracts and Supply Contracts, the Benchmarker also can take into account
\nthe then prevailing market terms and practices for similar types of contracts.
\nThe Parties shall ensure that benchmarking exercises are carried out in a way
\nthat causes no disturbance to the performance of the Services or to the
\nCompany’s underlying business.<\/p>\n<\/p>\n

10.3 Tasks<\/u>. For each Benchmark Category that is the subject of
\nbenchmarking, the Benchmarker shall perform at least the tasks described below.
\nThe Benchmarker may decide in its reasonable discretion how those tasks are to
\nbe carried out. The Benchmarker shall:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Compare the price of Comparable Services with the then-current Services Costs
\nfor each Benchmark Category against which benchmarking is undertaken;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Form a view on whether Provider has reasonably availed itself of all cost
\neffective productivity improvements available through technology advances or
\notherwise since the Effective Date (or Order Effective Date, as applicable) or
\nthe last preceding benchmarking exercise involving the relevant Benchmark
\nCategory, whichever is later;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Recommend appropriate practices for adoption by the Parties for the conduct
\nof the Services;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Present a full report of its findings to Provider and the Company jointly;
\nand<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Be required to comply with the reasonable confidentiality requirements of
\nboth Parties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10.4 Fees<\/u>. [*<\/em><\/strong>] shall pay the Benchmarker’s
\nfees and other out of pocket expenses incurred by the Benchmarker in connection
\nwith the benchmarking process. Provider may utilize Direct Provider Labor in
\nconnection with its coordination and cooperation with the Benchmarker, and
\notherwise each Party shall bear its own internal costs and expenses associated
\nwith the benchmarking.<\/p>\n<\/p>\n

10.5 Findings<\/u>. The Benchmarker shall issue its initial report to the
\nParties within one-hundred-and-twenty (120) days of commencement of the
\nrequested benchmarking exercise. In conducting the benchmarking, the Benchmarker
\nshall normalize the data used to perform the benchmarking to accommodate, as
\nappropriate, differences in volume of services, scope of services, service
\nlevels, financing or payment streams, and other pertinent factors. Each Party
\nshall be provided a reasonable opportunity (but no more than thirty (30) days)
\nto review, comment on and request changes in the Benchmarker’s proposed
\nfindings. Within ten (10) days of receiving any comments from the Parties, the
\nBenchmarker shall issue a final report of its findings and conclusions. The
\nParties shall promptly meet to discuss the Benchmarker’s findings.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

10.6 Adjustment of Services Costs<\/u>. If the benchmarking shows that the
\nServices Costs for the relevant Benchmark Category are higher than the
\nprevailing general market rate of charges for Comparable Services,
\n[*<\/em><\/strong>]. Provider shall not be entitled to any increase in
\nServices Costs or any reduction in the Service Levels, scope or standards of the
\nServices in connection with the benchmarking unless otherwise agreed in writing
\nby Company.<\/p>\n<\/p>\n

10.7 Service Levels<\/u>. If the benchmarking shows that Provider’s
\nperformance of the Services is at a level below Best Practice and without
\nprejudice to any other right or remedy of Company, Company shall reasonably
\nassist Provider in determining the causes of the variance, and
\n[*<\/em><\/strong>]. The action plan may include, where appropriate,
\nproviding additional staffing, increasing levels of training, upgrading
\nequipment and software, introducing new and improved tools and improving
\nprocesses, and rebidding and\/or replacing Subcontracts or Supply Contracts
\n(including, without limitation, any Subcontracts or Supply Contracts that are
\nperformed by an Affiliate of Provider). To the extent that the causes of the
\nvariance arise as a result of technology decisions reached jointly by the
\nParties and Provider is using such technology as intended by the Parties,
\nProvider shall not be obliged to mitigate or reduce the variance.<\/p>\n<\/p>\n

10.8 Termination<\/u>. If Provider fails to improve deficient Service
\nLevels to meet Best Practices or reduce Services Costs to eliminate any
\nabove-market variance in accordance with this Article 10<\/u>, and without
\nprejudice to any other rights or remedy of Company, Company shall be entitled to
\nterminate this Agreement or all or some of the Services with respect to the
\ndeficient or above-market Benchmark Category, and no termination fee or charge
\nshall apply with respect to such termination.<\/p>\n<\/p>\n

10.9 Market Reviews<\/u>. Independently from the benchmarking process set
\nforth in this Article 10<\/u>, Company may, from time to time, at its costs
\nand expense, carry out market review exercises with the objective of assessing
\nwhether Company is obtaining the best value in respect of the Services Costs for
\nsome or all of the Services. Company, at its cost and expense, may appoint third
\nparties to assist with such market reviews exercises on its behalf.<\/p>\n<\/p>\n

10.10 Access<\/u>. Provider agrees that the relevant third parties shall
\nhave the right to access all materials and information that Company is entitled
\npursuant to this Agreement and any relevant Order solely for the purposes set
\nforth in this Article 10<\/u> provided that such relevant third parties will
\nagree in writing to be bound by confidentiality obligations substantially
\nsimilar to those contained in Article 27<\/u> of this Agreement. Provider
\nshall, on request, provide Company and such third parties with such assistance
\nand information as they may reasonably require to facilitate the conduct of the
\nbenchmarking and\/or market review exercise and the achievement of the market
\nreview objectives.<\/p>\n<\/p>\n

11. DELIVERABLES AND OWNERSHIP<\/strong><\/p>\n<\/p>\n

11.1 Deliverables<\/u>. Provider shall furnish to Company any Deliverables
\nset forth in this Agreement and any Orders, and shall ensure that any such
\nDeliverables meet the requirements and specifications set forth in this
\nAgreement or the applicable Order. Unless otherwise set forth herein or in an
\nOrder, all Deliverables that use units of measurement shall use standard English
\nunits, and all Deliverables shall be written in the English language. Originals
\nand copies of Deliverables shall be of the highest quality, legible, clear, full
\nform and readable.<\/p>\n<\/p>\n

11.2 Ownership of Work Product<\/u>. Company shall be the exclusive owner
\nof all right, title, and interest in and to all Work Product and all
\nIntellectual Property rights therein (excluding Provider Intellectual Property
\nRights), and Provider hereby assigns to Company all right, title, and interest
\ntherein. Provider shall, at request of Company, perform any acts that Company
\nmay reasonably deem necessary or desirable to evidence or confirm Company’s
\nownership interest in the Work Product and Intellectual Property rights therein,
\nincluding but not limited to making further written assignments in a form
\ndetermined by Company.<\/p>\n<\/p>\n

11.3 Transfer of Work Product<\/u>. Unless otherwise requested by Company,
\nProvider shall transfer to Company all Work Product and any reproductions
\nthereof immediately upon (i) completion of the<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

Services to be performed under each Order or earlier termination of such
\nOrder, (ii) termination of this Agreement, or (iii) five (5) business days after
\nCompany’s written request. Provider shall not use Work Product for any purposes
\nother than fulfilling Provider’s obligations hereunder without Company’s prior
\nwritten consent.<\/p>\n<\/p>\n

11.4 Review of Deliverables<\/u>. Concurrent with furnishing the
\nDeliverables (in either draft or final form) to Company, Provider shall provide
\nCompany with such information as may be required or necessary and in such degree
\nof detail to allow Company to review and approve such Deliverables on a fully
\ninformed basis. Such review and approval of Deliverables by Company shall not
\nrelieve Provider of any of its obligations or liabilities hereunder. No
\nDeliverables, the final forms of which have been approved by Company, shall be
\nchanged or revised by the Provider without the written consent of Company.<\/p>\n<\/p>\n

11.5 Inspection and Testing<\/u>. Unless expressly provided otherwise in an
\nOrder, the procedure provided under this Section 11.5<\/u> shall apply to the
\nacceptance of all Deliverables (i) that include computer software or Equipment,
\nor (ii) for which the applicable Order specifies inspection and testing. Company
\nshall test all Deliverables against the acceptance criteria set forth herein or
\nin the applicable Order. If, in Company’s reasonable judgment, a Deliverable
\ndoes not meet such criteria, Company shall notify Provider in writing of the
\ndeficiency in such Deliverable, and Provider shall promptly, at its expense and
\nin no event more than twenty (20) days after receiving notice of such
\ndeficiency, cure any such deficiencies and provide a corrected Deliverable to
\nCompany, or in the event that no cure is possible within such twenty (20) day
\nperiod, Provider shall provide to Company a plan and schedule for curing such
\ndeficiencies. Any corrected Deliverable shall be subject to the same acceptance
\ncriteria and be evaluated for acceptance by Company as if it were the original
\nDeliverable, provided that Provider shall have no more than two (2)
\nopportunities to correct the defects in any Deliverable. After such two (2)
\nopportunities to correct the defects, Company shall have the option (i) of
\nhaving Provider continue to correct such defect under the terms of this
\nSection 11.5<\/u>, or (ii) to finally reject such Deliverable, to receive its
\nmoney back for such Deliverable, and to terminate, at its option, the applicable
\nportion or the entire Agreement or the relevant Order related to the defective
\nDeliverable, [*<\/em><\/strong>]. The foregoing remedy is in addition
\nto Company’s other rights and remedies at law and under this Agreement.<\/p>\n<\/p>\n

11.6 Obligations of Provider Personnel<\/u>. Provider shall ensure, at no
\ncost to Company, that all of Provider Personnel who contribute to any Work
\nProduct have agreed in advance in writing that such contributions are assigned
\nto Company or Provider. If any agreements with any of Provider Personnel provide
\nsuch rights to Provider rather than to Company, Company shall acquire all
\nownership rights therein pursuant to Section 11.2<\/u>.<\/p>\n<\/p>\n

11.7 Provider Intellectual Property Rights; License of Provider
\nIntellectual Property Rights<\/u>. Company acknowledges and agrees that Provider
\nis the exclusive owner of all right, title and interest in and to all Provider
\nIntellectual Property Rights, and except as otherwise provided herein, no rights
\nin or to the Provider Intellectual Property Rights are granted, transferred or
\nconveyed to Company on account of this Agreement. During the Term of this
\nAgreement and thereafter as provided in Section 18.6<\/u>, Provider hereby
\ngrants to Company an irrevocable, non-exclusive, worldwide (if applicable),
\nroyalty-free license under all Provider Intellectual Property Rights included in
\nor necessary to utilize the Work Product, to prepare, compile, install, make,
\nuse, execute, access, reproduce, modify and\/or adapt the Provider Intellectual
\nProperty Rights in order for Company to utilize the Work Product as contemplated
\nby this Agreement. The license granted hereunder shall include the right of
\nCompany to grant to Company Affiliates, agents and representatives the right to
\ndo any of the foregoing, provided that such Affiliates, agents and
\nrepresentatives use the Provider Intellectual Property Rights solely in
\nconnection with the use of the Work Product as contemplated by this Agreement.\n<\/p>\n<\/p>\n

11.8 [Intentionally Omitted]<\/p>\n<\/p>\n

11.9 License Rights in Bankruptcy<\/u>. All rights and licenses granted
\nunder this Section 11.9<\/u> by Provider to Company are, and shall otherwise
\nbe deemed to be, for purposes of Section 365(n) of the United States Bankruptcy
\nCode (“Code<\/strong>“), licenses to rights to “intellectual
\nproperty<\/u>” as defined under the Code. The Parties agree that Company shall
\nretain and may fully exercise all of its rights and elections under<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

the Code. The Parties further agree that, in the event of the commencement of
\nbankruptcy proceedings by or against Provider under the Code, Company shall be
\nentitled to retain all of its rights under this Section 11.9<\/u>, including
\nany licenses granted hereunder.<\/p>\n<\/p>\n

12. RELATIONSHIP BETWEEN COMPANY AND PROVIDER<\/strong><\/p>\n<\/p>\n

12.1 Account Executives<\/u>. Each Party shall designate an account
\nexecutive (each an “Account Executive<\/strong>“) who shall serve as the
\nprimary representative to the other Party with respect to performance of such
\nParty under this Agreement and who shall be considered Key Provider Personnel
\nhereunder. The Account Executive for each Party shall (i) have overall
\nresponsibility for managing and coordinating the performance of such Party’s
\nobligations under this Agreement, and (ii) be authorized to act for and on
\nbehalf of such Party with respect to all matters relating to this Agreement in
\ncoordination with such Party’s other relevant Personnel. Before designating an
\nemployee as an Account Executive, Provider shall notify Company of the proposed
\nassignment, shall introduce the individual to appropriate representatives of
\nCompany, and shall provide Company with a resume and such other information
\nregarding the individual that may be reasonably requested by Company. Provider’s
\nappointment or replacement of any Account Executive shall be subject to
\nCompany’s prior consent. The Account Executives of each Party and other Key
\nProvider Personnel as of the Effective Date are as set forth in Schedule
\n7<\/u> (Key Provider Personnel) of Exhibit A<\/u> (Description of Services) or
\nin the applicable Order. [*<\/em><\/strong>]<\/p>\n<\/p>\n

12.2 Program Managers<\/u>. Each Party shall designate a project manager
\nfor the Services to be performed under this Agreement and each Order (each a
\n“Program Manager<\/strong>“). Each Program Manager shall be deemed to
\nhave authority to issue, execute, grant or provide any approvals, requests,
\nnotices or other communications required hereunder or requested by the other
\nParty in connection with the Services under this Agreement or such Order.<\/p>\n<\/p>\n

12.3 [Intentionally Omitted]<\/p>\n<\/p>\n

12.4 Policies and Procedures Guide<\/u>. Provider shall develop within 90
\ndays after the Effective Date and maintain a policies and procedures guide (the
\n“Policies and Procedures Guide<\/strong>“) that describes how Provider
\nshall perform and deliver the Services under this Agreement and each Order, the
\nEquipment and software being used, and the documentation (e.g., operations
\nmanuals, user guides, specifications) that provides further details of such
\nactivities. The Policies and Procedures Guide shall describe the activities
\nProvider proposes to undertake in order to provide the Services, including the
\ndirection, supervision, monitoring, staffing, response times, controls,
\nreporting, communications, planning and oversight activities normally undertaken
\nto provide services of the type Provider is to provide under this Agreement. The
\nPolicies and Procedures Guide also shall include descriptions of the acceptance
\ntesting and quality assurance procedures approved by Company, Provider’s problem
\nmanagement and escalation procedures, process for the delivery of all applicable
\nServices, prioritization procedures and any specific reporting requirements for
\nthe particular Services, and the other standards and procedures of Provider
\npertinent to Company’s interaction with Provider in obtaining the Services. The
\nPolicies and Procedures Guide shall be suitable for use by Company to understand
\nthe Services.<\/p>\n<\/p>\n

12.5 Development of Guide<\/u>. Within sixty (60) days after the Effective
\nDate and each Order Effective Date, Provider shall deliver an initial draft
\nPolicies and Procedures Guide to Company for Company’s review, comment and
\napproval. Company shall provide its approval or comments and suggestions within
\nthirty (30) days of receipt of the draft Policies and Procedures Guide. Within
\nthirty (30) days of receiving Company’s comments or suggestions, Provider shall
\nincorporate such comments or suggestions and re-submit the Policies and
\nProcedures Guide for Company’s approval. Throughout the Term and Termination
\nAssistance Period, Provider shall be responsible for updating the Policies and
\nProcedures Guide to ensure that it remains current and reflects any changes to
\nthe Services, operations and business processes, and any changes or updates to
\nthe Policies and Procedures Guide shall be provided to Company for review,
\ncomment and approval.<\/p>\n<\/p>\n

12.6 Conflicts<\/u>. Provider shall perform the Services in accordance with
\nthe Policies and Procedures Guide, provided however that until such time as the
\nPolicies and Procedures Guide is developed,<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

Provider shall provide the Services in accordance with the policies and
\nprocedures being followed by Company immediately prior to the Effective Date and
\neach applicable Order Effective Date. In the event of a conflict between the
\nprovisions of this Agreement and the Policies and Procedures Guide, the
\nprovisions of this Agreement shall control.<\/p>\n<\/p>\n

12.7 Knowledge Transfer<\/u>. Upon the request of Company, Provider shall
\nprovide Company, at no additional cost, with training of its Personnel on
\nProvider’s premises for the purpose of transferring to Company the know-how of
\nProvider used to perform the Services. Such knowledge transfer may be
\naccomplished using Direct Provider Labor and available resources dedicated to
\nthe Services provided that the use of such persons and resources does not
\nadversely affect the performance of the Services. The knowledge transfer shall
\nbe sufficient to enable Company to perform the Services in the event of a
\nStep-In or other event resulting in transfer of the Services to Company. Any
\nsuch transfer of knowledge shall not act as a transfer of any Provider
\nIntellectual Property Rights except as described in Article 11<\/u> of this
\nAgreement; provided that such transfer shall include all know-how for purposes
\nof using the licenses granted pursuant to Article 11<\/u>.<\/p>\n<\/p>\n

12.8 Transferred Employees<\/u>. In the event the Transition Plan or an
\nOrder provides for the transfer of Company employees to Provider, Provider shall
\ncomply with the provisions thereof with respect to providing offers of
\nemployment to such Company employees that Provider intends to hire for the
\npurposes of providing the Services after the Effective Date or the applicable
\nOrder Effective Date (“Transferred Employees<\/strong>“). Such
\nTransferred Employees will be covered by the provisions of Section 13.11<\/u>
\nof this Agreement. Accordingly, Provider shall treat the Transferred Employees
\nas its employees for all purposes, including tax reporting and employee
\nbenefits, and that Provider will obtain from each Transferred Employee a signed
\nstatement in a form acceptable to Company [*<\/strong>]. Furthermore,
\nProvider agrees that it will supervise, pay, evaluate, and set the hours of work
\nof the Transferred Employees pursuant to the terms hereof or of the Order,
\nprovide the Transferred Employees with all necessary tools, supplies, offices
\nand equipment, and provide training to the Transferred Employees on how to
\nperform their services.<\/p>\n<\/p>\n

12.9 [Intentionally Omitted]<\/p>\n<\/p>\n

12.10 Qualified Personnel<\/u>. Provider shall hire, train, assign and
\nretain an adequate number of Personnel, including without limitation supervisory
\nand administrative staff, to perform its obligations under this Agreement and
\neach Order at all times, including periods during which Personnel actively
\ndeployed in the provision of Services are unable to provide the Services due to
\nsickness, holiday or any other such absence. All Provider Personnel shall be
\ncompetent, qualified, trained, honest, trustworthy, reliable and non-violent,
\nand shall not pose a risk of serious harm to others.<\/p>\n<\/p>\n

12.11 Designation of Key Provider Personnel<\/u>. Company and Provider may
\ndesignate certain employees of Provider as key employees (“Key Provider
\nPersonnel<\/strong>“), who shall be dedicated to Company’s account (and stationed
\nat locations approved by Company) as regards the Services to be performed under
\nthis Agreement and an applicable Order, which Key Provider Personnel shall be
\nnamed in Schedule 7<\/u> (Key Provider Personnel) of Exhibit A<\/u>
\n(Description of Services) or the relevant Order, if known. Provider shall cause
\neach of the Key Provider Personnel to devote substantially full time and effort
\nto the provision of the Services for at least [*<\/em><\/strong>] from
\nthe date that each such Key Provider Personnel assumes the respective
\nresponsibilities. Before designating an employee as, or replacing, a Key
\nProvider Personnel, Provider shall notify Company of the proposed assignment
\nwithin at least thirty (30) days prior to such planned designation, shall
\nintroduce the individual to appropriate representatives of Company, and shall
\nprovide Company with a r sum and other information regarding the individual
\nthat may be reasonably requested by Company. Provider’s appointment of any Key
\nProvider Personnel shall be subject to Company’s prior written consent. If
\nCompany objects in good faith to the proposed designation of any Key Provider
\nPersonnel, the Parties shall attempt to resolve Company’s concerns to the
\nreasonable satisfaction of Company. If the Parties have not been able to resolve
\nCompany’s concerns within five (5) business days, Provider shall (1) not assign
\nthe individual to that position and (2) propose to Company the assignment of
\nanother individual of suitable ability and qualifications.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

12.12 Replacement or Reassignment of Key Provider Personnel<\/u>. Except as
\na result of voluntary resignation or a termination For Cause (as used in this
\nAgreement with respect to termination of Personnel “For Cause”
\n<\/strong>shall mean theft, fraud, violence, harassment, discrimination, gross
\nmisconduct, or the like), Provider shall not, without obtaining a prior written
\napproval from Company, reassign or replace any Key Provider Personnel for the
\nshorter of (i) the duration of the Services to be performed under this Agreement
\nor the relevant Order, or (ii) [*<\/em><\/strong>] after designation
\nas a Key Provider Personnel. Thereafter, Provider may only replace or reassign a
\nKey Provider Personnel after [*<\/em><\/strong>] notice to Company,
\nexcept: (i) upon written consent of Company, not to be unreasonably withheld;
\n(ii) upon a Key Provider Personnel’s voluntary resignation from Provider; (iii)
\nupon the dismissal of a Key Provider Personnel by Provider; or (iv) upon the
\ninability of a Key Provider Personnel to work due to sickness or disability.\n<\/p>\n<\/p>\n

In the event that any Key Provider Personnel is reassigned or otherwise
\nremoved from performing certain Services before such Services are completed,
\nProvider shall as soon as practicable, and subject to the approval of Company,
\nassign an appropriate replacement who shall thereafter be designated as a Key
\nProvider Personnel. In order to ensure a smooth transition between such Key
\nProvider Personnel, Company and Provider shall jointly agree (such agreement not
\nto be unreasonably withheld, conditioned or delayed by either Party) upon an
\nappropriate overlap period during which both the Key Provider Personnel being
\nreassigned or removed and the replacement Key Provider Personnel are assigned to
\nsupport the provision of Services under this Agreement or the relevant Order(s).
\nUnless otherwise agreed by the Parties, under no circumstances shall Provider
\ntransfer or remove more than ten percent (10%) of the Key Provider Personnel in
\nany given six (6) month period other than terminations For Cause.<\/p>\n<\/p>\n

12.13 Special Replacement or Reassignment<\/u>. In the event that Provider
\ndesires to replace or reassign a Key Provider Personnel for reasons other than
\nthose set forth in Section 12.12<\/u>, Provider may make a written request to
\nthe Company Program Manager, who shall review such request on a case-by-case
\nbasis. In the event that the Company Program Manager reasonably declines
\nProvider’s request, Provider shall have the right to request that the issue be
\nconsidered by representatives nominated by Company and Provider, who shall meet
\nin good faith to discuss the request and resolve the matter, taking into account
\nsuch factors as project impact, availability of alternate resources, and costs.
\nIn the event that such representatives are unable to resolve the matter, the
\ndetermination of Company shall govern.<\/p>\n<\/p>\n

12.14 Staffing Issues<\/u>. During the first twelve (12) months after the
\nEffective Date, Provider shall give written notice to Company (a
\n“Staffing Notice<\/strong>“) within ten (10) days of the occurrence of
\neither of the following: (i) more than ten percent (10%) of the employees
\n(including all full-time and part-time employees) of Provider that have
\nperformed, or are scheduled to perform, Services either have (a) resigned their
\npositions with Provider, (b) had their employment or engagement with Provider
\nterminated by Provider, or (c) been assigned or proposed to be assigned by
\nProvider to work for or on behalf of other clients of Provider; or (ii) Provider
\ndoes not reasonably anticipate that it will have a sufficient number of
\nqualified employees to complete the Services in a timely manner and consistent
\nwith the requirements of this Agreement. In the event such staffing issue
\noccurs, Provider shall not be relieved from its obligations to provide the
\nServices hereunder, and no later than ten (10) days after Provider provides such
\nStaffing Notice, Provider shall develop and submit to Company for Company’s
\napproval an action plan (a “Staffing Action Plan<\/strong>“) pursuant to
\nwhich Provider shall retain a sufficient number of new employees, or otherwise
\nassign employees from other divisions or Affiliates of Provider, to perform
\nServices and to cause the Services to be completed in a timely manner and
\nconsistent with the requirements of this Agreement. Upon Company’s approval of a
\nStaffing Action Plan, Provider shall promptly and diligently implement such
\nCompany-approved Staffing Action Plan. Upon Company’s request and otherwise on a
\nmonthly basis after Company’s approval of a Staffing Action Plan, Provider shall
\nprovide Company with a written report describing any changes in Provider’s
\nstaffing of the Services and any other facts and circumstances which may impact
\nProvider’s ability to provide adequate staffing to timely perform the Services
\nin a manner consistent with the requirements of this Agreement.<\/p>\n<\/p>\n

12.15 Assignment to Company Competitors<\/u>. Provider shall not assign an
\nindividual filling a Key Provider Personnel to the account of any Company
\nCompetitor without Company’s prior written consent (1) while such individual is
\nassigned to Company’s account, and (2) for a period of
\n[*<\/em><\/strong>] following the date that such individual is removed
\nfrom or ceases to provide services in connection with Company’s account.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

In the event an individual filling a Key Provider Personnel position
\nvoluntarily resigns from the employ of, or is involuntarily terminated by,
\nProvider, Provider shall not be obligated to actively prevent such individual
\nfrom becoming employed by a Company Competitor at any period of time thereafter.
\nShould this Section 12.15<\/u> be declared unenforceable or invalid by a court
\nwith jurisdiction, on the basis that it exceeds statutorily required territorial
\nor time limits on extensions of obligation not to compete, such a declaration
\nwill render this provision invalid only as it relates to the excess over what is
\nallowed under Applicable Law. The provision will be deemed amended to comply
\nwith statutorily required limits.<\/p>\n<\/p>\n

12.16 Project Staff<\/u>. Provider shall provide Company with notice prior
\nto replacing any member of Provider Personnel assigned to perform the Services
\n(“Project Staff<\/strong>“), and shall provide Company with immediate
\nnotice in the event any member of the Project Staff is replaced. Company
\nreserves the right to review the qualifications of Project Staff. Provider shall
\nuse commercially reasonable efforts to maintain a stable Project Staff and shall
\nreplace Project Staff in a manner to prevent any material impact on the
\nprovision of Services. Provider acknowledges that all Personnel assigned to
\nperform Services shall be required to execute all documents required under the
\nCompany Policies, including, but not limited to, the documents listed in
\nExhibit I<\/u> (Company Standard Operating Procedures) and Exhibit J<\/u>
\n(Company Standard Policies). In addition, prior to performing Services, Provider
\nshall cause its Provider Personnel to execute Company’s Temporary
\nWorker\/Contractor Orientation Materials, including, but not limited to, the
\nAssignment Guidelines, Non-Employee Information Security Agreement; Proprietary
\nInformation and Inventions Agreement for Non-Employees; List of Inventions and
\nWorks; Mutual Agreement to Arbitrate Claims; and Harassment\/Discrimination
\nPolicy, set forth as Exhibit B<\/u> (Company’s Temporary Worker\/Contractor
\nOrientation Materials).<\/p>\n<\/p>\n

12.17 Company Request for Replacement<\/u>. Company shall have the right to
\nrequest in good faith that Provider remove any Key Provider Personnel or other
\nProject Staff for any reason that does not violate Law. Such request shall be in
\nwriting, state Company’s basis for requesting the removal of the Key Provider
\nPersonnel or other Project Staff, and be reviewed by Provider’s Program Manager
\nand Company’s Program Manager to develop a mutually agreeable resolution. With
\nrespect to Key Provider Personnel, other Personnel or other Project Staff
\nworking on Company premises, (i) if requested by Company, Provider shall
\nimmediately remove such individual from Company premises pending resolution of
\nthe request and (ii) in the event that the parties are unable to develop a
\nmutually agreeable resolution, Provider shall permanently remove such Key
\nProvider Personnel or other Project Staff from the performance of the Services
\non Company premises in accordance with the Company’s direction. Provider shall
\nreplace any Key Provider Personnel or Project Staff removed hereunder as soon as
\nreasonably possible, with replacement Personnel approved by Company, which
\napproval will not be unreasonably withheld or delayed. Nothing in this
\nSection 12.17<\/u> shall operate or be construed to limit Provider’s
\nresponsibility for the acts or omissions of Provider Personnel, or be construed
\nas joint employment.<\/p>\n<\/p>\n

12.18 Review Meetings and Progress Reports<\/u>. Upon the request of
\nCompany’s Program Manager, each Party’s Program Manager, as well as appropriate
\nadditional Personnel involved in the performance of Services, shall meet at a
\nlocation designated by Company, or at Company’s option, conduct a telephone
\nconference call or web conference meeting, to discuss the Services. Unless
\notherwise agreed by Company, in order to facilitate proper management of
\nServices under this Agreement and the applicable Order, Provider shall, at each
\nsuch meeting (or if no meeting is solicited by Company, at least once each month
\nduring the Term and Termination Assistance Period), provide Company with a
\nwritten status report in which Provider identifies any problem or circumstance
\nencountered by Provider, or which Provider gained knowledge of during the period
\nsince the last such status report, that (i) may prevent or tend to prevent
\nProvider from completing any of its obligations hereunder or under such Order,
\nor (ii) may cause or tend to cause Provider to generate Services Costs in excess
\nof those previously agreed by the Parties. If applicable, Provider shall
\nidentify the amount of excess Services Costs, if any, and the cause of any
\nidentified problem or circumstance and steps taken or proposed to be taken by
\nProvider to remedy the problem or circumstance; provided, however, that Company
\nshall not be billed or liable for any such excess Services Costs incurred by
\nProvider without the prior written approval of Company in accordance with the
\nChange Control Process.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

22<\/p>\n

\n

\n

12.19 Visits<\/u>. Provider Personnel, including, but not limited to,
\nProvider’s Program Managers as requested by Company, shall, to the extent deemed
\nnecessary by Provider to provide direct support of the existing Services, at the
\nexpense of Company, visit any of Company’s locations or the sites of third-party
\nconsultants or service providers of Company to discuss the Services. Company
\nshall be obligated to reimburse travel expenses incurred in connection with such
\nvisits only to the extent such expenses are reimbursable under Provider’s travel
\npolicies and Company’s travel policies, and then only to the extent of the
\nlesser of the aggregate amounts reimbursable under each policy. Company or its
\nrepresentative may at any time elect, at Company’s expense and upon reasonable
\nnotice to Provider, to visit Provider’s facilities at which Services are being
\nperformed. Provider shall make available specialists as designated by Company
\nand Provider to discuss the Services.<\/p>\n<\/p>\n

12.20 Cooperation with Third Party Suppliers<\/u>. Provider has been
\nadvised and acknowledges that, under separate agreements, Company may retain
\nother providers or suppliers to perform certain services related to those
\nServices to be performed hereunder by Provider (individually, a “Third
\nParty Supplier<\/strong>” and collectively, “Third Party
\nSuppliers<\/strong>“). Provider shall coordinate its performance hereunder with
\nthe services of Third Party Suppliers so as to facilitate successful completion
\nof each project or performance of the Services, including without limitation
\nproviding cooperation and information to and attending meetings with such other
\nsuppliers to enable the successful implementation of their services. To the
\nextent expressly included in Provider’s obligations hereunder or under an Order
\nor reasonably inferable therefrom, Provider shall (i) coordinate the Services
\nwith such other services as though such other services were performed by
\nProvider, (ii) cooperate with Company and Third Party Suppliers so as to allow
\nsuch Third Party Suppliers to provide any services (including services similar
\nto the Services) or products in an integrated and seamless manner without
\ndisruption to Company’s business or the Company Facilities, and (iii) to the
\nextent included as part of the Services, manage the performance of Third Party
\nSuppliers under the applicable agreements with Third Party Suppliers. Provider
\nshall immediately notify Company when an act or omission of a Third Party
\nSupplier may cause a problem or delay in Provider providing the Services and
\nProvider shall cooperate with Company to prevent or circumvent such problem or
\ndelay.<\/p>\n<\/p>\n

12.21 Software and Hardware Verification<\/u>. Unless otherwise set forth
\nin an Order, (i) within thirty (30) days of the Effective Date or an Order
\nEffective Date, or (ii) for new software or hardware used to provide Services,
\nprior to implementing use of such new software or hardware, Provider shall
\nverify that all software and hardware of Provider that will be used by Provider
\nto provide the Services, and all interconnections to Company systems and
\nnetworks, operate in accordance with their specifications and intended functions
\nin a reliable manner. In the event that during such verification Provider finds
\nany nonconformities, Provider shall provide to Company within the respective
\nperiod specified in clause (i) or (ii) above, an action plan to eliminate such
\nnonconformities within ninety (90) days. Prior to using any other software or
\nhardware to provide the Services or creating new interconnections with Company
\nsystems and networks, Provider shall verify that such software, hardware or
\ninterconnection operates in accordance with its specifications and intended
\nfunctions in a reliable manner. Prior to testing any such software, hardware or
\ninterconnections, Provider shall document the testing protocols to be used and
\nsubmit such testing protocols to Company to obtain written approval thereof.\n<\/p>\n<\/p>\n

12.22 Continuous Improvement and Best Practices<\/u>. Provider shall: (i)
\non a continuous basis, as part of its total quality management process, seek to
\nimprove the quality, pricing and technology available to Company in connection
\nwith the Services; (ii) seek to identify and apply proven techniques and tools
\nfrom other installations within its operations that Provider and Company agree
\nwould benefit Company either operationally or financially; (iii) use
\ncommercially reasonable efforts to advise Company of any new developments
\nrelating to the Services; and (iv) upon Company’s request, at a mutually
\nagreeable price, assist in the evaluation and testing of such developments in
\nconnection with the performance of the Services. Without limiting the foregoing,
\non the request of Company, Provider shall (i) report to Company on any of the
\nforegoing, and (ii) inform Company of any new products, processes, trends and
\ndirections of which Provider is aware, that may be relevant to Company’s
\nbusiness.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

23<\/p>\n

\n

\n

12.23 Transitioned Personnel<\/u>.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Affected Employees<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Provider shall offer employment to those Affected Employees who Provider
\nintends to hire and who are not in ARD Countries. The terms for such offers of
\nemployment and for employment of the Affected Employees shall be as set forth in
\nSchedule 8<\/u> (Affected Personnel) to Exhibit A<\/u> (Description of
\nServices) or the applicable Order and shall comply with the requirements set
\nforth in Exhibit F<\/u> (Human Resources Provisions). Provider shall treat the
\nTransferred Employees as its employees for all purposes, including tax reporting
\nand employee benefits, and that Provider will obtain from each Transferred
\nEmployee a signed statement in a form acceptable to Company [*]. Provider shall
\nsupervise, pay, evaluate, discipline and set the hours of work of the
\nTransitioned Employees, provide the Transitioned Employees with all necessary
\ntools, supplies, offices and equipment, and provide training to the Transitioned
\nEmployees on how to perform their services.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Affected Contractors<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

The Company contractor agreements identified in Schedule 10<\/u> (Assigned
\nand Managed Contracts; Company Contractor Agreements) to Exhibit A<\/u>
\n(Description of Services) or the applicable Order (the “Company
\nContractor Agreements<\/strong>“) shall be either assumed by Provider or
\nterminated or allowed to expire as provided in the Transition Plan. Company
\nshall be responsible for the costs, charges and fees associated with such
\nactions. If requested by Company, Provider shall use commercially reasonable
\nefforts to continue to use those Personnel of Affected Contractors identified in
\nSchedule 8<\/u> (Affected Personnel) to Exhibit A<\/u> (Description of
\nServices) or the applicable Order as “Key Company Contractor Personnel” to
\nperform the Services for the period specified therein.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Critical Affected Personnel\/Key Transferred Employees<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Provider acknowledges that certain of the Affected Personnel are Affected
\nPersonnel who Company believes are critical to Provider in providing the
\nServices (“Critical Affected Personnel<\/strong>“). The Critical Affected
\nPersonnel shall be identified by Company pursuant to the timing specified in
\nExhibit F<\/u> (Human Resources Provisions) or, if applicable, for those
\nCritical Affected Personnel identified in an Order, specified in that Order.
\nProvider shall provide offers of employment to the Critical Affected Personnel
\nand use good faith efforts to retain the Critical Affect Personnel in accordance
\nwith the terms and requirements of Exhibit F<\/u> (Human Resources
\nProvisions). During the first [*<\/em><\/strong>] following the
\ncommencement of this Agreement or the applicable Order, Provider shall use the
\nCritical Affected Personnel who become Transferred Employees (the “Key
\nTransferred Employees<\/strong>“) <\/strong>to provide Services and shall
\nnot, without meeting the terms of this Section 12.23(iii)<\/u>, do the
\nfollowing: (A) terminate, except For Cause, the employment of any Critical
\nAffected Personnel who become employees of Provider or (B) transfer, relocate or
\nreassign any Key Transferred Employees unless such transfer, relocation or
\nreassignment is initially requested by such Key Transferred Employee. In the
\nevent Provider intends to terminate, transfer, or reassign any Key Transferred
\nEmployees during the initial [*<\/em><\/strong>] following the
\napplicable employment effective date, Provider will (1) provide timely notice to
\nCompany of this termination, transfer, or reassignment, and (2) give due
\nconsideration to Company’s concerns with respect to the impact of terminating,
\ntransferring, or reassigning unless such relocation, transfer or reassignment is
\ninitially requested by such Key Transferred Employee prior to so terminating,
\ntransferring, or reassigning any such person.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

24<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Acquired Rights Directive<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

In accordance with its obligations under local legislation implementing ARD
\nLaws, any relevant collective bargaining agreements and other Applicable Laws,
\nProvider shall provide to Company in writing such information as is necessary so
\nas to enable Company to carry out in good time its obligations to inform and
\nconsult under ARD Laws, and any other Applicable Laws. It is the Parties’
\nintention that ARD Laws shall apply to each of the Affected Employees in ARD
\nCountries (“ARD Affected Employees<\/strong>“), that the time of transfer
\nunder ARD Laws be the date of hire by Provider, and that the contract of
\nemployment between Company and each of the ARD Affected Employees shall have
\neffect on and from the date of hire by Provider as if originally made between
\neach such ARD Affected Employee and Provider. Provider shall comply with ARD
\nLaws (and other Applicable Laws) with respect to the ARD Affected Employees
\nbefore, on and after the date of hire by Provider. To the extent that any
\nentitlement under a ARD Affected Employee’s contract of employment or ancillary
\nemployment rights is not automatically transferred to Provider under ARD Laws
\n(e.g., certain occupational pension rights in the United Kingdom), then
\n[*<\/em><\/strong>].<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Provider may not transfer the employment of the Transitioned Employees to any
\nthird party who is not performing any of the Services and shall during the Term
\nremain the employer of the Transitioned Employees except only to the extent: (1)
\nthat ARD Laws shall apply to transfer the employment of any Transitioned
\nEmployees to any third party, Subcontractor or Supplier which, subject to the
\nterms of this Agreement, Provider engages to perform any of the Services; or (2)
\nthat Provider shall terminate the employment of any Transitioned Employees for
\nmisconduct, incapability, or economic reasons.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

If ARD Laws do not operate to transfer to Provider any ARD Affected Employee
\nwho is working in an ARD Country, Provider shall within fourteen (14) days of
\nbecoming aware that such ARD Affected Employee has not transferred make to the
\nARD Affected Employee an offer of employment on such terms that would have
\napplied had the ARD Affected Employee transferred to Provider under ARD Laws,
\nsuch offer to remain open for a period of twenty-eight (28) days. Provider shall
\nreimburse Company for all costs of employing such ARD Affected Employee during
\nthe period up to and including the earlier of the date on which he or she
\ncommences employment with Provider and the date on which the offer of employment
\nto be made by Provider expires.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

The parties will set forth additional applicable provisions related to ARD
\nCountries, ARD Laws, or ARD Affected Employees in an Order, including without
\nlimitation Service Costs and costs associated with the transfer or non-transfer
\nof ARD Affected Employees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13. SUBCONTRACTING AND RESPONSIBILITY FOR PERSONNEL<\/strong><\/p>\n<\/p>\n

13.1 Subcontractors<\/u>. Any subcontracting in connection with this
\nAgreement shall be pursuant to an appropriate written agreement (a
\n“Subcontract”<\/strong>) between Provider and such subcontractor (each, a
\n“Subcontractor”<\/strong>) and shall include provisions that meet or
\nexceed the requirements of this Agreement and that are relevant to the Services
\nsubject to such Subcontract. Provider shall not enter into any Major Subcontract
\nexcept in compliance with Section 13.8<\/u> below. Additionally, Provider must
\nobtain Company’s prior written consent, not to be unreasonably withheld or
\ndelayed, if Provider plans to self-perform or have Provider’s Affiliate perform
\nany of the Services including without limitation Services that have previously
\nbeen performed by Provider’s Subcontractors or Third Party Suppliers. Each
\nSubcontract shall identify Company as an intended third party beneficiary that
\nmay enforce any confidentiality, warranty and similar rights under such
\nSubcontract. Each Subcontract shall require the Subcontractor, at no cost to
\nCompany, to correct such Subcontractor’s performance not meeting the
\nrequirements of the Subcontract. All Subcontracts shall be for a term not to
\nexceed the period for which Services are to be provided to Company and shall be
\nterminable without cause at Provider’s election upon no more than ninety (90)\n<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

25<\/p>\n

\n

\n

days notice without termination penalty or charge. Company shall not be
\nobligated to reimburse Provider for any termination penalty or charge incurred
\nby Provider under a Subcontract except to the extent that, prior to entering
\ninto such Subcontract, Provider disclosed to and Company agreed in writing to
\nreimburse therefor (any termination fees so agreed by Company, an
\n“Approved Subcontract Termination Fee”<\/strong>). Company shall only be
\nobligated to reimburse Provider for Approved Subcontract Termination Fees to the
\nextent such are actually incurred and paid by Provider. Company shall have the
\nright, at any time, to negotiate and contract directly with any subcontractor
\nfor any goods or services, including without limitation those to be provided
\nhereunder, provided that any actual modification of the Services shall be made
\nin accordance with the Change Control Process. If requested by Company, Provider
\nshall promptly provide a copy of any Major Subcontracts or Subcontracts for
\namounts in excess of $20,000 to Company within ten (10) days after such request.\n<\/p>\n<\/p>\n

13.2 Certain Subcontractors<\/u>. Company shall have the right to
\npre-approve Subcontractors for Major Subcontracts, and Company may reject such
\nproposed Subcontractors in Company’s good faith business judgment. The
\nSubcontractors listed on Schedule 13<\/u> to Exhibit A<\/u> (Approved Major
\nSubcontracts) are approved for the initial Services indicated on such Schedule,
\nprovided that Company may modify such pre-approved list of Subcontractors from
\ntime to time with respect to future Subcontracts. Company shall have the right
\nto specify the use by Provider of certain Subcontractors. Such specification by
\nCompany shall not (i) create any liability for Company to any Subcontractor or
\nprivity of contract between Company and any such Subcontractor, or (ii) relieve
\nProvider of its obligations hereunder or constitute a representation or
\nendorsement by Company that such Subcontractor is qualified or capable to
\nperform. Provider shall not substitute or replace any Subcontractor approved or
\nspecified by Company if Company objects in good faith to such substitution or
\nreplacement. If (A) Provider determines that Company’s specification of a
\nSubcontractor materially increases the costs of the Services or (B) such
\nSubcontractor does not agree to Subcontract terms and conditions required by
\nthis Agreement, then a Change shall be determined in accordance with the Change
\nControl Process set forth in Article 5<\/u>. Provider’s failure to request a
\nChange prior execution of the applicable Subcontract shall constitute a waiver
\nof any right to seek a modification of the Services Costs or Provider’s Shared
\nSavings payable under this Agreement in connection with the applicable
\nSubcontract.<\/p>\n<\/p>\n

13.3 Supply Contracts\/Equipment Leases<\/u>. Provider shall identify to
\nCompany Supply Contracts that are required to perform the Services in accordance
\nwith this Agreement or the applicable Order and the Service Levels. Such Supply
\nContracts shall be entered into by Company or Provider as determined by Company
\nin its reasonable discretion. Company shall have the right to specify the use by
\nProvider of certain Third Party Suppliers. Such specification by Company shall
\nnot (i) create any liability for Company to any Third Party Suppliers or privity
\nof contract between Company and any such Supplier unless Company is a party to
\nthe applicable Supply Contract, or (ii) relieve Provider of its obligations
\nhereunder or constitute a representation or endorsement by Company that such
\nSupplier is qualified or capable to perform. Provider shall not substitute or
\nreplace any Supplier approved or specified by Company if Company objects in good
\nfaith to such substitution or replacement. If Provider determines that (i)
\nCompany’s specification of a Supplier materially and adversely increases the
\ncosts of the Services or (ii) a designated Subcontractor does not agree to
\nSubcontract terms and conditions required by this Agreement, then a Change shall
\nbe determined in accordance with the Change Control Process set forth in
\nArticle 5<\/u>. Provider’s failure to request a Change prior execution of the
\napplicable Supply Contract shall constitute a waiver of any right to seek a
\nmodification of the Services Costs or Provider’s Shared Savings payable under
\nthis Agreement in connection with the applicable Supply Contract. Company shall
\nnot be obligated to reimburse Provider for any termination penalty or charge
\nincurred by Provider under a Supply Contract except to the extent that, prior to
\nentering into such Supply Contract, Provider disclosed to and Company agreed in
\nwriting to reimburse such (any termination fees so agreed by Company, an
\n“Approved Supply Contract Termination Fee”<\/strong>). Company shall only
\nbe obligated to reimburse Provider Approved Supply Contract Termination Fees to
\nthe extent such are actually incurred and paid by Provider. Provider shall
\nprovide a notice and, if requested by Company, copy of each Major Supply
\nContract and other Supply Contract in excess of $20,000 to Company within ten
\n(10) days after execution of such Supply Contract. With respect to any Provider
\nEquipment procured or leased by Provider as a Reimbursable Cost in connection
\nwith the Services, Provider’s responsibilities shall include: (A) evaluating the
\nProvider Equipment and the qualifications of the Provider Equipment vendor; (B)\n<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

26<\/p>\n

\n

\n

negotiating commercially reasonable pricing and terms; (C) ordering,
\nreceiving, configuring, installing, testing, maintaining and distributing all
\nnew Provider Equipment; (D) performing tracking and asset management for all
\nsuch Provider Equipment; and (E) tracking license counts, informing Company of
\nany discrepancies with applicable license count restrictions, and assisting
\nCompany in restoring compliance with applicable license count restrictions. With
\nrespect to any new Provider Equipment leased by Provider that may be assumed by
\nCompany upon termination of this Agreement, (1) Supplier shall structure its
\nleasing arrangements so that the applicable leases may be assigned to Company
\nupon the termination or expiration of this Agreement and so that any ongoing
\npayments under those leases payable by Company after such assignment are
\nconsistent with, and no greater than, the payments payable by Provider prior to
\nsuch assignment, and (2) such leases shall be subject to prior review and
\napproval by Company.<\/p>\n<\/p>\n

13.4 Supplier Diversity<\/u>. Company desires to use small business
\nentities that qualify as small (disadvantaged, veteran, service disabled
\nveteran, women owned, and HUBZone) businesses (as defined by the United States
\nSmall Business Administration). In recognition thereof, Provider will work to
\ndevelop additional suppliers, use reasonable efforts to employ qualified vendors
\nand subcontractors where appropriate and feasible in providing the Services.
\nProvider shall keep records of small business subcontracts and shall be able to
\nproduce a report, upon Company’s request, of Provider’s small business spend
\npercentages along with any examples of good faith efforts to subcontract with
\nsmall businesses. Those spend percentages and other requirements are listed in
\nAttachment 2<\/u> to Exhibit J<\/u> (Provider Diversity Plan).<\/p>\n<\/p>\n

13.5 Assignability<\/u>. Provider shall structure its arrangements with
\nSubcontractors and Third Party Suppliers that will be primarily dedicated to the
\nperformance of the Services so that the relevant contracts may be assigned to
\nCompany (or upon Company’s request replaced with a novation of the Subcontract
\nor Supply Agreement between Company and the applicable Subcontractor or
\nSupplier) upon the termination of this Agreement as to the applicable Services
\ncovered by such Subcontract or Supply Agreement and so that there are no
\nassignment or termination fees and the ongoing fees under those arrangements
\npayable by Company after such assignment (or novation) are consistent with and
\nno higher than the fees payable by Provider prior to such assignment (or
\nnovation). If Provider is not able to accomplish the foregoing after using
\ncommercially reasonable efforts, Provider shall notify Company and discuss with
\nCompany the consequences (including any impact on the Services and Service
\nLevels) of Provider not being able to use the services from the provider who
\nshall not allow the assignment sought by Company. If, following that discussion,
\nCompany directs Provider to not use such services, and Provider is not able to
\nfind a suitable work-around, Provider shall be relieved of its obligations under
\nthe Agreement to the extent its ability to perform is adversely impacted by the
\ninability to use such third party services.<\/p>\n<\/p>\n

13.6 Control and Risk<\/u>. Provider shall properly direct and control
\nSubcontractors and Third Party Suppliers, and inspect Subcontractors’ and Third
\nParty Suppliers’ performance for defects and deficiencies. No agreement between
\nProvider and any Subcontractor or Supplier shall relieve Provider from any of
\nits obligations or liabilities hereunder. Nothing in this Agreement or any
\nSubcontract shall create any contractual relationship, with the exception of the
\nabove-mentioned third party beneficiary right, between Company and any
\nSubcontractor including without limitation any obligation on Company’s part to
\npay, or be responsible for the payment of, any sums to any Subcontractor.<\/p>\n<\/p>\n

13.7 Affiliates<\/u>. Provider shall provide Company written notice
\nregarding any Subcontractors or Third Party Suppliers that are Provider’s
\nAffiliates prior to entering into any agreement with an Affiliate in connection
\nwith the Services. Any such agreement shall be subject to Company’s prior
\nwritten consent. Any Subcontract or Supply Contract with an Affiliate that is
\nconsidered a Reimbursable Cost shall not exceed market prices and shall not
\nresult in the payment of any profit to Provider or its Affiliate Subcontractor
\nor Supplier. Company may elect, in its sole and absolute discretion, to cause
\nany Subcontract or Supply Contract that is considered a Reimbursable Cost and
\nthat Provider proposes to award to an Affiliate to be competitively bid in
\naccordance with Section 13.13<\/u> to bidders that are not Provider’s
\nAffiliates.<\/p>\n<\/p>\n

13.8 Payments to Subcontractors and Third Party Suppliers<\/u>. Except to
\nthe extent Company has either withheld payment or not timely made a properly
\ninvoiced payment with respect to such Subcontractor or<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

27<\/p>\n

\n

\n

Supplier, Provider shall promptly pay each Subcontractor and Supplier the
\namount to which such Subcontractor or Supplier is entitled no later than the due
\ndate for payment under the applicable Subcontract or Supply Contract unless (i)
\nProvider has a good faith dispute regarding the charges of such Provider
\nPersonnel, (ii) the terms of the Subcontract or Supply Contract between Provider
\nand Provider Personnel permit Provider to withhold payment in the event of a
\ngood faith dispute and (iii) Provider has not billed Company and been paid by
\nCompany for the contested amounts. Provider shall, by appropriate agreement with
\neach Subcontractor, require each Subcontractor to make payments to its own
\napproved sub-subcontractors in a similar manner. Upon request, Provider shall
\nsubmit to Company copies of all checks and payments to Subcontractors. Should
\nProvider neglect or refuse to cause to be paid promptly any bill or charge
\nlegitimately incurred by Provider in support of the Services, Company shall have
\nthe right, but not the obligation to, pay such bill or charge directly, and
\nProvider shall immediately reimburse Company for the same. If Provider does not
\nso reimburse Company, Company may offset the amount of such bill or charge
\npursuant to Section 21.4<\/u>. With respect to any Subcontracts or Supply
\nContracts being paid for by Company as Reimbursable Costs or which costs
\notherwise directly affect the Services Costs, Provider shall exercise reasonable
\nefforts to qualify for early payment, cash and trade discounts, refunds,
\nrebates, credits, and concessions, and Company shall be credited with the full
\namount of any such discount, commission, or compensation obtained or received by
\nProvider, directly or indirectly, in connection with any such contracts.<\/p>\n<\/p>\n

13.9 Notice of Breach<\/u>. Provider shall provide Company with prompt
\nwritten notice of all actual or potential disputes with Subcontractors and Third
\nParty Suppliers, including, without limitation, breaches, defaults,
\ninsolvencies, defects in Subcontractor’s and Supplier’s services, and work
\nstoppages. Such notice shall include the reasons and circumstances giving rise
\nto such disputes in such detail so as to enable Company, in its sole discretion,
\nto exercise any of its rights or remedies against such Subcontractor or
\nSupplier, or to require Provider to obtain Company’s prior written approval of
\nany settlement. Notwithstanding the foregoing, neither the provisions of this
\nSection 13.9<\/u> nor the exercise by Company of any of its rights or remedies
\nshall relieve Provider of any of its obligations or liabilities under this
\nAgreement.<\/p>\n<\/p>\n

13.10 Control of Subcontractors and Other Personnel<\/u>. Provider shall be
\nresponsible for (i) [*] management and coordination of the performance of all
\nsuch Personnel and Affiliates. [*<\/em><\/strong>] Subject to
\nSection 13.8<\/u> above, Provider shall be responsible for all payments to,
\nand claims by, Provider Personnel and Provider’s Affiliates relating to this
\nAgreement and to the Services performed hereunder.<\/p>\n<\/p>\n

13.11 Not Company Employees<\/u>. Provider acknowledges and agrees that
\nCompany shall have no responsibility or liability for treating Provider
\nPersonnel (including without limitation Transferred Employees and Key
\nTransferred Employees) as employees of Company for any purpose. Neither Provider
\nnor any of Provider Personnel shall be eligible for coverage or to receive any
\nbenefit under any Company provided worker’s compensation plans, employee plans
\nor programs or employee benefits arrangement, including without limitation any
\nand all medical and dental plans, bonus or incentive plans, retirement benefit
\nplans, stock plans, disability benefit plans, life insurance and any and all
\nother such plans or benefits.<\/p>\n<\/p>\n

13.12 Co-Employment; Joint Employer; Common Law Employee<\/u>. Provider
\nacknowledges that some or all of its Personnel may be assigned or deployed to
\nwork within Company Facilities. Provider further acknowledges that some or all
\nof its Personnel may be former Company employees. Finally, Provider
\nacknowledges, with respect to the Personnel referenced in this Section
\n13.12<\/u>, in particular, but inclusive of all of Provider’s Personnel, there is
\na risk that such Personnel may attempt to assert claims predicated on the
\nallegation (i) that Company and Provider are their joint employers; (ii) that
\nCompany and Provider are their co-employers; and\/or (iii) that they are the
\ncommon law employees of Company. Provider shall use its best efforts to provide
\nits Personnel adequate supervision, evaluations and feedback, and shall, as
\nappropriate, monitor and evaluate each of Provider’s Personnel’s functioning in
\nthe workplace while assigned to work at a Company Facility, and shall use its
\nbest efforts to ensure that none of Provider’s Personnel are, either directly or
\nindirectly, supervised by, directed by or controlled by Company Personnel. In
\nthe event that Provider or any of its Personnel determine that said Personnel
\nare, either directly or indirectly, being supervised, directed or controlled by
\nCompany Personnel, Provider shall immediately notify Company of same and shall
\ntake all necessary steps, including, but not limited to, coordinating with
\nCompany management Personnel to terminate such supervision, direction or
\ncontrol.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

28<\/p>\n

\n

\n

13.13 Competitive Bidding<\/u>. Unless otherwise permitted in this
\nSection 13.13<\/u>, all Major Subcontracts and Major Supply Contracts shall be
\nawarded on the basis of competitive bidding, solicited in the following manner:\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

A minimum of three (3) written bids shall be obtained from qualified vendors.
\nCompany shall have the right to pre-approve bidders for Major Subcontracts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Company reserves the right to review and amend bid specifications prior to
\nsolicitation;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall disclose to Company any relationship Provider may have with
\nany prospective bidder, including if such is an Affiliate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

All bids in excess of [*] are subject to the approval of Company. Company
\nreserves the right to accept or reject any and all bids.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Provider must obtain the prior written approval of Company prior to accepting
\nany bid that (A) is not the lowest bid, or (B) is from an Affiliate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

If Provider recommends acceptance of any bid other than the lowest bid,
\nProvider shall adequately support, in writing, its recommendation to Company.
\nCompany shall be free to accept or reject, in its sole discretion, any and all
\nsuch bids.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall obtain proof of insurance from the selected vendor prior to
\ncommencement of services.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to Company’s prior written approval, certain Major Subcontracts and
\nMajor Supply Contracts may be entered into without competitive bidding, which
\nmay include Provider use of national or global contracts or sole-source direct
\nnegotiation. In this case Provider shall prove the economic or qualitative
\nbenefit of this approach to Company’s reasonable satisfaction.<\/p>\n<\/p>\n

13.14 Labor Management<\/u>. Provider shall meet the Standard of Care in
\nits efforts to prevent and avoid labor-related disputes or other human resources
\nissues which may disrupt or interfere with the performance of the Services or
\nthe activities of Company or Third Party Suppliers. To the extent that Company
\nhas requested or Provider has communicated to Company plans with respect to
\nlabor usage for a portion of the Services, Provider shall manage the award and
\nperformance of the affected Services consistent with such plan. Whenever
\nProvider has knowledge of any actual or potential labor dispute or disruption
\ninvolving Provider’s Personnel that may materially affect the Services or
\noperations of Company or Third Party Suppliers, Provider shall promptly notify
\nCompany of such and the Parties shall cooperate to minimize the effect of such
\ndispute or disruption on the provision of Services, Company’s operations and
\nThird Party Suppliers’ performance, whether or not such labor dispute or
\ndisruption occurs at a Company Facility. With respect to all labor disputes,
\njurisdictional or other shutdowns, slowdowns, strikes, or other work stoppages
\nor actions affecting the Services or the operations of Company (collectively,
\n“Labor Disputes<\/strong>“) of which Provider or a union with which
\nProvider has a collective bargaining agreement is a target, Provider shall
\npromptly take all commercially reasonable necessary action toward elimination
\nand\/or settlement of such Labor Disputes; provided, however, that the cost of
\nLabor Disputes of which Provider is a target shall be borne by Provider except
\nto the extent any such Labor Dispute is the direct result of an act or omission
\nof Company or arises directly out of the decision by Company to enter into this
\nAgreement and reasonably near in time to the date of transition of the
\nTransferred Employees to Provider. With respect to Labor Disputes in which
\nCompany, one of its Affiliates, or a union with which it or they have a CBA is a
\ntarget, Provider shall exert its best efforts to continue providing Services.
\nNotwithstanding the foregoing, neither the provisions of this Section
\n13.14<\/u> nor the exercise by Company of any of its rights and remedies
\nhereunder shall relieve Provider of any of its obligations or liabilities
\nhereunder.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

29<\/p>\n

\n

\n

14. ASSIGNED AND MANAGED CONTRACTS<\/strong><\/p>\n<\/p>\n

14.1 Assigned Contracts<\/u>. In accordance with the Transition Plan or the
\napplicable Order, and subject to Provider having obtained any applicable
\nRequired Consents, Company shall assign to Provider, and Provider shall assume
\nfrom Company, the Assigned Contracts set forth in Schedule 10 to Exhibit
\nA<\/u> (Assigned and Managed Contracts\/Company Contractor Agreements) or the
\napplicable Order. Provider shall pay directly, or reimburse Company if Company
\nhas paid, the charges and other amounts under the Assigned Contracts, where such
\ncharges are attributable to the periods on or after the Effective Date or the
\nOrder Effective Date, subject to reimbursement of such charges that are
\nconsidered Reimbursable Costs. Provider shall comply with the duties imposed on
\nCompany under such contracts. Company shall pay any costs, expenses and fees
\n(including license, re-licensing, transfer or upgrade fees or termination
\ncharges) as may be required to obtain the Parties’ respective Required Consents.\n<\/p>\n<\/p>\n

14.2 Managed Contracts<\/u>. In accordance with this Agreement and the
\napplicable Order, and subject to Provider having obtained any applicable
\nRequired Consents, Provider shall manage, administer and maintain the Managed
\nContracts. Provider shall provide Company with no less than 90 days notice of
\nany renewal, termination or cancellation dates and fees with respect to the
\nManaged Contracts. Provider shall not renew, modify, terminate or cancel, or
\nrequest or grant any consents or waivers under any Managed Contracts without the
\nconsent of Company. Any fees or charges or other liabilities or obligations
\nimposed upon Company in connection with any such renewal, modification,
\ntermination or cancellation of, or consent or waiver under, the Managed
\nContracts that is obtained or given without Company’s consent, which consent
\nshall not be unreasonably withheld or delayed, shall be paid or discharged, as
\napplicable, by Provider.<\/p>\n<\/p>\n

14.3 Managed Contract Invoices<\/u>. Provider shall (i) receive all Managed
\nContract invoices, (ii) review and correct any errors in any such Managed
\nContract invoices in a timely manner, and (iii) submit to Company for payment.\n<\/p>\n<\/p>\n

14.4 Performance Under Managed Contracts<\/u>. At all times Provider shall
\nremain responsible for the management, administration and maintenance of the
\nManaged Contracts. With respect to the performance of contractors under Managed
\nContracts, Provider shall promptly notify Company of any breach of, or misuse or
\nfraud in connection with, any Managed Contracts of which Provider becomes aware
\nor receives written notification, and shall cooperate with Company to prevent or
\nstay any such breach, misuse or fraud. Provider shall not be liable for (i) any
\nbreach of, or misuse or fraud in connection with, by a contractor under any
\nManaged Contract or (ii) for Provider’s failure to provide the Services or to
\nmeet the Services Levels as a result of any breach, misuse, or fraud by a
\ncontractor under a Managed Contract except to the extent such breach, misuse or
\nfraud resulted from Provider’s failure to prudently manage, administer and
\nmaintain the Managed Contract.<\/p>\n<\/p>\n

14.5 Provider Required Consents<\/u>. Provider, with the necessary
\ncooperation of Company, shall obtain and maintain any consents, authorizations
\nor approvals that are necessary for Provider to provide the Services
\n(collectively, the “Provider Required Consents<\/strong>“), including
\nthose consents that are necessary to allow:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Provider to assign to Company any of its interests in Work Product as
\ndescribed in Article 11<\/u>;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Company to use any Provider Equipment during the Term and the Termination
\nAssistance Period;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Company to take an assignment to any Provider Equipment leases pursuant to
\nArticle 31<\/u>; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

30<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Provider to take an assignment to any Assigned Contracts pursuant to this
\nArticle 14<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

14.6 Company Required Consents<\/u>. Company, with the cooperation of
\nProvider, shall obtain and maintain all consents, authorizations or approvals
\nthat are necessary to allow Provider to use any of the Company Provided
\nEquipment as permitted in the Agreement.<\/p>\n<\/p>\n

14.7 Compliance with Required Consents<\/u>. Provider and Company shall
\ncomply with the requirements of each of the required consents.<\/p>\n<\/p>\n

14.8 [Intentionally Omitted]<\/p>\n<\/p>\n

14.9 Alternative Approaches<\/u>. If either Party is unable to obtain a
\nrequired consent, then, unless and until such required consent is obtained,
\nProvider and Company shall determine and adopt such mutually agreeable
\nalternative approaches as are necessary and sufficient to provide the Services
\nwithout such required consent. If such alternative approaches are required for a
\nperiod longer than sixty (60) days following the Effective Date or an Order
\nEffective Date, the Parties shall equitably adjust the terms of the Agreement
\nand reduce the Services Costs to reflect any additional costs and expenses being
\nincurred by Company and any Services not being received by Company. In addition,
\nif Provider fails to obtain a Provider Required Consent within sixty (60) days
\nof the Effective Date or an Order Effective Date and such failure has a material
\nadverse impact on Company’s receipt of the Services, Company may, upon notice to
\nProvider, terminate the Agreement, in whole or in part, as of the termination
\ndate specified in the notice, without cost or penalty and without the payment of
\nany termination charges. The failure to obtain any Provider Required Consent
\nshall not relieve Provider of its obligations under the Agreement and Provider
\nshall not be entitled to any additional compensation or reimbursement of any
\namounts in connection with obtaining or failing to obtain any Provider Required
\nConsent or implementing any alternative approach required by such failure.<\/p>\n<\/p>\n

15. AUDITS AND RECORDKEEPING<\/strong><\/p>\n<\/p>\n

15.1 Fee Audits<\/u>. All books and records relating to the performance of
\nProvider’s obligations hereunder, any amounts payable to Provider hereunder, all
\nServices that are self-performed by Provider and all Subcontracts and Supply
\nContracts with Affiliates of Provider shall be maintained by Provider and made
\navailable to Company and Company’s Personnel for copy, review, audit and other
\nbusiness purposes related to the performance of Provider’s and the Services
\nhereunder at such reasonable times, upon reasonable notice and during normal
\nbusiness hours at reasonable locations. Except for self-performed Services and
\nSubcontracts and Supply Contracts with Affiliates of Provider, Company’s audit
\nrights shall not include the right to audit the makeup of fixed price costs or
\nfixed rates agreed upon by Company. Should Provider fail to maintain such books
\nand records as required hereunder and under Section 15.5<\/u> below, Provider
\nshall provide its good faith assistance and reimburse Company for its reasonable
\ncosts in recreating such books and records. In the event that any audit by
\nCompany reveals any overpayment by Company (which overpayment may include
\nwithout limitation Provider’s inability to produce adequate supporting
\ndocumentation for any Service Costs paid by Company), then Provider shall repay
\nto Company the overpaid amount upon Company’s written demand therefor and if
\nsuch audit reveals underpayment by Company, then Company shall pay such
\nunderpaid amount upon written demand therefor and an invoice in accordance with
\nExhibit Q<\/u> (Invoicing and Accounting Requirements). Company’s performance
\nof an audit and Provider’s repayment of any overpaid amounts shall not limit any
\nof Company’s rights and remedies with respect to such overpaid amounts or
\nProvider’s performance of its obligations under this Agreement, all of which
\nrights and remedies are reserved by Company. Provider shall cause the provisions
\nof this Article 15<\/u> to be incorporated in the provisions of each
\nSubcontractor agreement.<\/p>\n<\/p>\n

15.2 Records Retention<\/u>. Provider shall maintain complete and correct
\nbooks and records relating to the performance of all of its obligations
\nhereunder and all costs, liabilities and obligations incurred hereunder,
\nincluding without limitation those relating to the Services Costs and Provider’s
\nShared Savings. All records and accounts relating to financial matters must be
\nin a format consistent with Generally Accepted Accounting Practices
\n(“GAAP<\/strong>“). Upon Company’s request, Provider shall disclose to\n<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

31<\/p>\n

\n

\n

and discuss with Company, Provider’s accounting principles and practices. Any
\nmodification or addition to Provider’s accounting practices during the Term or
\nTermination Assistance Period (other than in accordance with GAAP) shall be
\ndisclosed to Company prior to its implementation. Further, such modification of
\nProvider’s accounting practice shall be subject to the prior written approval of
\nCompany. Such books and records shall be maintained for a period of no less than
\nseven (7) years after the Term and Termination Assistance Period, if any.<\/p>\n<\/p>\n

15.3 Processing Audits<\/u>. Upon reasonable advance notice from Company,
\nand provided that such audits do not interfere with Provider’s ability to
\nperform the Services, Provider shall, at Company’s expense, provide such
\nauditors and inspectors as Company may designate with access during normal
\nworking hours to any site, facility, or performance documentation for the
\npurpose of performing audits or inspections of security, internal and external
\ncompliance, legally required audits, audits in connection with government
\ninvestigations, and audits required under Company’s corporate policies,
\nincluding normal IT and business audits.<\/p>\n<\/p>\n

15.4 Facilities<\/u>. Provider shall provide to Company and such auditors
\nand inspectors as Company may designate in writing, on Provider’s premises (or
\nif the audit is being performed of a Subcontractor, the Subcontractor’s premises
\nif necessary) office space, office furnishings, telephone and facsimile
\nservices, utilities and office-related equipment and duplicating services as
\nCompany or such auditors and inspectors may reasonably require to perform the
\naudits described in this Article 15<\/u>.<\/p>\n<\/p>\n

15.5 SAS 70 Type II Report<\/u>. During the Term (and the Termination
\nAssistance Period), on the request of Company from time-to-time in addition to
\nthe schedule Provider may itself establish, Provider shall obtain a SAS 70 Type
\nII Report. Provider shall provide Company with a copy of the SAS 70 Type II
\nReport within fifteen (15) days of Provider’s receipt thereof from the Service
\nAuditor. [*] If Provider obtains reports or conducts reviews that provide
\nevaluations of Provider’s control objectives and control activities, Provider
\nshall notify Company of such and provide copies of such reports or reviews to
\nCompany at no cost to Company. If the reports or reviews in the preceding
\nsentence contain any confidential third party data or information, Provider may
\nredact such confidential data or information from the copies provided to
\nCompany.<\/p>\n<\/p>\n

15.6 Provider Personnel Reports<\/u>. If any Services are provided by
\nSubcontractors, and if such Services (or any controls or other aspects of such
\nServices) would fall within the scope of the SAS 70 Type II Report had such
\nServices been provided directly by Provider, then Provider shall cause each such
\nSubcontractor to comply with the requirements of Section 15.5<\/u> and
\nSection 15.7<\/u>.<\/p>\n<\/p>\n

15.7 Certification<\/u>. As requested by Company, Provider shall either (i)
\ncertify to Company in writing that during the applicable SAS 70 Gap Period no
\nchanges have been made to the Services, the manner in which the Services are
\nprovided or operated, applicable controls, or the Control Objectives that could
\nreasonably be expected to have any impact on the contents of, or opinions set
\nforth in, the applicable SAS 70 Type II Report; or (ii) provide Company with a
\nwritten description of any such changes.<\/p>\n<\/p>\n

15.8 Disclosure<\/u>. The SAS 70 Type II Report shall be Confidential
\nInformation of Provider (or the applicable Provider Personnel); provided,
\nhowever, that notwithstanding the foregoing or the confidentiality provisions of
\nthis Agreement, Company (and Company’s independent auditors) shall be permitted
\nto disclose the SAS 70 Type II Report (or any of the content thereof) to any
\nperson, entity or Governmental Authority as necessary for Company to comply with
\nthe Sarbanes-Oxley Act of 2002 or any other Applicable Laws.<\/p>\n<\/p>\n

15.9 Control Objectives<\/u>. Company may establish compliance and control
\nobjectives applicable to the Services by delivering such objectives in writing
\nto Provider (“Control Objectives<\/strong>“). Company may update the
\nControl Objectives at any time during the Term (or the Termination Assistance
\nPeriod) provided that, subject to the Change Control Process, Company shall be
\nresponsible for any additional costs incurred by Provider in complying with the
\nupdated Control Objectives to the extent that such updated Control Objectives
\napply only to Company and not to any other customer of Provider. To the extent
\nthat such updated Control Objectives apply to other customers of Provider, then
\nthe costs associated with compliance with such updated Control Objectives shall
\nbe, subject to the Change Control Process, equitably allocated among Company and
\nsuch customers.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

32<\/p>\n

\n

\n

15.10 Sarbanes-Oxley Requirements<\/u>. Provider recognizes that Company is
\nsubject to the Sarbanes-Oxley Act of 2002. In addition to the Control
\nObjectives, Provider shall provide whatever assistance is necessary to assist
\nCompany in complying with such requirements with respect to its outsourced
\nfunctions. Provider shall comply with Company’s financial reporting and control
\nprocesses as set forth in the Policies and Procedures Guide (and as such
\nprocesses are revised from time to time by Company) and provide Company with
\ncopies of all related records, reports and data as necessary for Company to
\nsatisfy the Sarbanes-Oxley Act of 2002. Provider shall recommend and, subject to
\nCompany approval, implement compliance measures to satisfy the Sarbanes-Oxley
\nAct of 2002 with respect to the Services. Provider may use Direct Provider Labor
\nin complying with the requirements of this Section 15.10<\/u>.<\/p>\n<\/p>\n

16. TIMELINES FOR PERFORMANCE<\/strong><\/p>\n<\/p>\n

16.1 Time of the Essence<\/u>. Time is of the essence with respect to this
\nAgreement. Execution of this Agreement and any Order shall constitute Provider’s
\nrepresentation and warranty that Provider is fully capable of performing, and
\nwill perform the applicable obligations in accordance with the Schedule set
\nforth herein or in each Order. In the event Provider fails to so perform,
\nCompany may seek to recover damages, costs and expenses from Provider by reason
\nof such failure of performance.<\/p>\n<\/p>\n

16.2 Schedule<\/u>. If applicable to the Services set forth in an Order,
\nProvider shall develop and submit to Company within ten (10) days of each Order
\nEffective Date a detailed schedule for that Order based on Company’s
\nrequirements and Provider’s obligations thereunder (a
\n“Schedule<\/strong>“). The Schedule shall indicate the timing of the
\nperformance of such obligations, including without limitation commencement,
\nsubmission of Deliverables, milestones, meeting dates and completion. The
\nSchedule shall include without limitation time for necessary bidding (if any),
\nreviews, revisions, applications to Governmental Authorities, and required
\napprovals. Provider shall not exceed the dates set forth in such Schedule.<\/p>\n<\/p>\n

16.3 Suspension<\/u>. Company may, at any time, by written notice to
\nProvider, suspend all or any portion of Provider’s performance hereunder. Upon
\nreceipt of such notice, Provider shall do the following, unless the notice
\nrequires otherwise:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Immediately discontinue such performance on the date and to the extent
\nspecified in the notice;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Incur no further obligations, including without limitation placement of
\norders, Subcontracts or Supply Contracts for material, services or facilities,
\nwith respect to the suspended performance;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Promptly make every reasonable effort to obtain suspension or assignment to
\nCompany or Company’s designee, upon terms satisfactory to Company, of all
\nobligations, including without limitation orders, Subcontracts or Supply
\nContracts, to the extent such relate to the performance of such suspended
\nperformance;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Protect and maintain any materials and supplies utilized in such performance,
\nand any work completed or in progress; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Mitigate costs associated with any such suspension.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16.4 Costs of Suspension<\/u>. Within thirty (30) days of the effective
\ndate of any suspension by Company, Provider shall submit an itemization of
\nexpenses and time expended through the effective date of the suspension,
\ntogether with cost, pricing, or other documents or data required by Company.
\nSuspensions may only be withdrawn by written notice from Company, specifying the
\neffective date and scope of the withdrawal. Provider shall immediately resume
\nperformance unless otherwise specified in such notice. If<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

33<\/p>\n

\n

\n

Provider believes that an adjustment to the Services Costs or the Schedule
\nhereunder or under an Order is justified as a result of the suspension or
\nwithdrawal of suspension, such suspension or withdrawal of suspension shall
\nconstitute a Change and Provider shall request such adjustment in accordance
\nwith the Change Control Process provisions hereunder. The Annual Budget and Cost
\nBaseline for determining Provider’s Shared Savings shall be equitably modified
\nto take into account any period of suspension hereunder.<\/p>\n<\/p>\n

16.5 Acceleration of Performance<\/u>. Provider shall notify Company
\nimmediately upon determining that it may be unable to meet the Schedule in whole
\nor in part. Additionally, Company may inform Provider that Company has
\ndetermined, in its reasonable judgment, that Provider may be unable to meet the
\nSchedule in whole or in part. Within five (5) days of such notice or
\ninformation, Provider shall submit to Company a proposed action plan to ensure
\ncompliance with the Schedule. If Company determines in its reasonable judgment
\nthat such action plan will not ensure compliance with the Schedule, Company may
\ndirect Provider to take steps necessary to accelerate its performance. If
\nProvider believes that an adjustment to the Services Costs is justified as a
\nresult of such acceleration and that such acceleration constitutes a Change,
\nProvider shall request such adjustment in accordance with the Change Control
\nProcess. Any incremental costs incurred by Provider as a result of such
\nacceleration shall constitute a Change and shall be subject to the Change
\nControl Process. Except to the extent provided for in any approved Change,
\nCompany shall have no liability to Provider for or arising out of the
\nacceleration. If, within a reasonable period as determined by Company, Provider
\nfails (i) to provide an action plan for accelerating and improving performance
\nto meet the Schedule, or (ii) to diligently proceed to accelerate performance in
\naccordance with such action plan, Company may take whatever actions it deems
\nappropriate to meet the Schedule. The reasonable costs of any such actions shall
\nbe borne by Provider. No actions taken by Company under this Section 16.5<\/u>
\nshall relieve Provider of its obligations under this Agreement, including
\nwithout limitation meeting the Schedule.<\/p>\n<\/p>\n

16.6 Remedies for Failure to Timely Perform<\/u>. Provider acknowledges
\nthat in the event Provider fails to timely perform under this Agreement, Company
\nwill suffer substantial damages, costs and expenses by reason of such failure of
\nperformance. The Parties may provide in this Agreement or in any Order for
\nService Costs credits to apply with respect to Provider’s failure to meet
\nprescribed Schedule requirements, in which event the terms of such Service Costs
\ncredit provision shall apply with respect to failure to meet such Schedule
\nrequirements. Notwithstanding the availability of Service Costs Credits, Company
\nshall be entitled to enforce any and all remedies available under this
\nAgreement, at law and\/or in equity with respect to any failure of Provider to
\ntimely perform its obligations in accordance with the terms of this Agreement,
\nincluding the recovery of actual damages.<\/p>\n<\/p>\n

17. TERM AND TERMINATION<\/strong><\/p>\n<\/p>\n

17.1 Term<\/u>. The term of this Agreement shall commence on the Effective
\nDate and shall continue for a period of five (5) years (“Initial
\nTerm<\/strong>“) unless earlier terminated in accordance with this Article
\n17<\/u>. This Agreement shall automatically renew for additional one (1) year
\nperiods (each a “Renewal Term<\/strong>,” and together with the Initial
\nTerm, the “Term<\/strong>“) unless Company provides written notice of
\nnon-renewal no later than three (3) months prior to the expiration of the
\nInitial Term or then-current Renewal Term.<\/p>\n<\/p>\n

17.2 Effect on Orders<\/u>. Upon expiration or termination of this
\nAgreement in accordance with this Article 17<\/u>, this Agreement shall remain
\nin effect with respect to any then-open Order(s) issued under this Agreement
\nuntil completion of Provider’s performance thereunder unless terminated by
\nCompany for cause or convenience as provided below. Upon termination of this
\nAgreement by Company for cause, Company shall have the right to terminate any
\nand all Orders entered into hereunder.<\/p>\n<\/p>\n

17.3 Termination for Convenience<\/u>. Company shall have the right to
\nterminate this Agreement or any Order in whole or in part at any time, with or
\nwithout cause, by giving Provider written notice specifying the extent of
\ntermination at least [*<\/em><\/strong>] months prior to the
\ndesignated termination date.<\/p>\n<\/p>\n

17.4 Remedies Upon Termination for Convenience<\/u>. In the event of
\ntermination under Section 17.3<\/u>, Provider shall be entitled to Services
\nCosts in accordance with the terms of this Agreement and the<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

34<\/p>\n

\n

\n

applicable Order up to the date of termination, as well as for Termination
\nAssistance Services to the extent requested by Company.
\n[*<\/em><\/strong>] In no event shall Company be liable to Provider
\nfor any direct, indirect, special or consequential damages, lost profits,
\npenalties or costs arising out of any termination for convenience.<\/p>\n<\/p>\n

17.5 Termination for Cause by Company<\/u>. In the event that:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Provider commits a material breach of this Agreement or an Order, which
\nbreach is capable of being cured within thirty (30) days after notice of breach
\nfrom Company to Provider, but is not cured in such 30-day period;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider commits a material breach of this Agreement or an Order that is not
\ncapable of being cured within thirty (30) days but is capable of being cured
\nwithin sixty (60) days and fails to (a) proceed promptly and diligently to
\ncorrect the breach, (b) develop within thirty (30) days following written notice
\nof breach from Company a complete plan for curing the breach, and (c) cure the
\nbreach within sixty (60) days of notice thereof;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider commits a material breach of this Agreement or an Order that is not
\nsubject to cure with due diligence within sixty (60) days of written notice
\nthereof;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Provider commits numerous breaches of its duties or obligations which
\ncollectively constitute a material breach of this Agreement or the applicable
\nOrder;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Provider fails to furnish Company, upon Company’s reasonable request, with
\nassurances satisfactory to Company evidencing Provider’s ability to complete its
\nobligations hereunder in compliance with all of the requirements of this
\nAgreement;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Provider makes a general assignment for the benefit of its creditors, or a
\npetition in bankruptcy is filed by or against Provider, or a receiver shall be
\nappointed on account of Provider’s insolvency;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

an Event of Deteriorating Provider Condition (other than the events described
\nin Section 17.7<\/u> below) occurs;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(viii)<\/p>\n<\/td>\n

<\/td>\n\n

a KPI Default occurs; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ix)<\/p>\n<\/td>\n

<\/td>\n\n

Provider otherwise persistently fails to meet the Service Levels;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

then Company may, by giving written notice to Provider, terminate this
\nAgreement, in whole or in part, or the applicable Order as of the date specified
\nin the notice of termination. If Company chooses to terminate this Agreement in
\npart, the Service Costs payable under this Agreement shall be equitably adjusted
\nto reflect those services that are terminated. Termination under this
\nSection 17.5<\/u> shall be without cost or penalty and without the payment of
\nany termination charges.<\/p>\n<\/p>\n

17.6 Termination for Cause by Provider<\/u>. [*<\/em><\/strong>]
\nAny notice required pursuant to this Section 17.6<\/u> shall be sent in
\naccordance with the requirements of Section 32.3<\/u> to the addresses set
\nforth therein and a copy shall also be concurrently sent to the address set
\nforth below:<\/p>\n<\/p>\n

Vice President, Engineering
\nAmgen Inc.
\nMailstop: 38-4-B
\nOne Amgen Center Drive
\nThousand Oaks, CA 91320-1799
\nFax Number: [*]<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

35<\/p>\n

\n

\n

17.7 Other Termination by Company<\/u>. In the event:<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Provider transfers, sells, assigns or otherwise disposes of (a) all or
\nsubstantially all of its assets or (b) any controlling interest in its business
\n(whether in the form of stock or otherwise); or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider consolidates with or merges into another corporation or entity, or
\npermits the consolidation with or merger into another entity;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

then Company may, by giving written notice to Provider, terminate this
\nAgreement, in whole or in part, or the applicable Order as of the date specified
\nin the notice of termination. If Company chooses to terminate this Agreement in
\npart, the Services Costs payable under this Agreement shall be equitably
\nadjusted to reflect those services that are terminated. Termination under this
\nSection 17.7<\/u> shall be without cost or penalty and without the payment of
\nany termination charges.<\/p>\n<\/p>\n

17.8 Remedies Upon Termination for Cause<\/u>. In the event of termination
\nof this Agreement or any Order, without prejudice to other rights or remedies,
\nCompany may complete performance of Provider’s obligations by whatever method
\nCompany deems appropriate.<\/p>\n<\/p>\n

17.9 No Actual Default<\/u>. If, after termination for cause under this
\nArticle 17<\/u>, it is determined for any reason that a Party was not in
\ndefault, the rights and obligations of the Parties shall be the same as if the
\nnotice of termination had been issued as a termination for convenience.<\/p>\n<\/p>\n

17.10 Upon Termination<\/u>. Without limiting the obligations of Provider
\nunder Article 18<\/u>, upon receipt of notice of termination, Provider shall
\ndo the following unless otherwise specified by Company:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Incur no further obligations, including without limitation placement of
\norders, Subcontracts or Supply Contracts for material, services or facilities;\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Mitigate costs associated with such termination;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Preserve any Work Product or other performance that is in progress or
\ncompleted until Company or Company’s designee takes possession thereof; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Deliver all Work Product to Company in accordance with Company’s reasonable
\ninstructions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17.11 Discontinuance<\/u>. On the date of termination, Provider shall
\ndiscontinue, and cause any of Provider Personnel to discontinue, performance
\nhereunder to the extent specified in the termination notice from Company;
\nprovided, however, the provisions of this Section 17.11<\/u> shall not operate
\nto excuse Provider’s performance of Termination Assistance Services during the
\nTermination Assistance Period, in accordance with Article 18<\/u> of this
\nAgreement.<\/p>\n<\/p>\n

17.12 Termination of Dependent Orders<\/u>. In the event that an Order is
\nterminated for cause, Company shall have the option to terminate any other
\nOrders identified therein as being dependent on the terminated Order.<\/p>\n<\/p>\n

17.13 Notice of Deteriorating Financial Condition<\/u>. In the event of the
\noccurrence of any fact or circumstance relating to an Event of Deteriorating
\nProvider Condition, Provider shall immediately provide notification of such
\nevent to Company (except to the extent Provider is precluded from making such
\ndisclosure pursuant to applicable securities laws) and Provider shall use its
\ncommercially reasonable efforts to (i) secure from all relevant third parties,
\nincluding Third Party Suppliers and Subcontractors, all rights reasonably
\nrequired for Company to continue to receive the Services and to exercise its
\nrights under this Agreement, and (ii) at the expense of Company, cooperate with
\nCompany and any third party service Providers selected by Company, to establish
\nand implement a contingency plan to avoid<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

36<\/p>\n

\n

\n

disruption of Services in the event that Provider is unable to meet its
\nobligations under this Agreement. At any time that Provider is not a publicly
\nreporting company under the securities Laws of the United States, Provider
\nshall, within forty-five (45) days of the end of each calendar quarter, provide
\nCompany with sufficient financial information to enable Company to determine
\nwhether an Event of Deteriorating Provider Condition has occurred during such
\ncalendar quarter. In the event that Company becomes aware of an Event of
\nDeteriorating Provider Condition for which Provider has not provided such
\nnotification to Company, Company shall have the immediate right to take all
\nreasonable actions to ensure continued availability of the Services, either by
\nthe Provider, Company or its third party designee, including, but not limited
\nto, pursuant to a Step-in in accordance with Article 7<\/u>.<\/p>\n<\/p>\n

17.14 Survival<\/u>. All provisions of this Agreement that by their nature
\nwould apply to the Termination Assistance Services shall continue in effect
\nduring the Termination Assistance Period. In addition, the provisions of
\nSections 2.9, 4.9, 7.5, 9.1, 11.2, 11.3, 11.7, 12.15, 12.23(iv), 14.5, 14.7,
\n15.1, 15.2, 15.3, 15.4, 16.6, 18.6, 18.9, 20.2, 22.3, 23.3, 25.2, 25.3, 28.3,
\n28.4, 28.5, 28.6, 32.5, and 32.7 and Articles 17, 18, 27, 29, 30 and 32 shall
\nsurvive termination of this Agreement (and expiration of the Termination
\nAssistance Period), together with any other obligations of Provider that by
\ntheir nature would survive such termination.<\/p>\n<\/p>\n

18. TERMINATION ASSISTANCE SERVICES<\/strong><\/p>\n<\/p>\n

18.1 Termination Assistance Services<\/u>. Upon expiration or termination
\nof all or part of the Services or this Agreement for any reason, Provider shall
\nfor a period of twelve (12) months (the “Termination Assistance
\nPeriod<\/strong>“), upon Company’s request and at Company’s expense, continue to
\nprovide the Services that were provided prior thereto and any reasonable
\ncooperation requested by Company that may be required from Provider to
\nfacilitate the efficient and orderly transfer of the affected Services to
\nCompany or a third-party service provider, as applicable, or Company’s designee
\n(“Termination Assistance Services<\/strong>“). The rights of Company
\nunder this Article 18<\/u> shall be without prejudice to the Parties’ rights
\nto pursue legal remedies for breach of this Agreement, either for breaches prior
\nto termination or during the period this Agreement is continued in force
\npost-termination. Ongoing Services during the Termination Assistance Period
\nshall be provided at the prevailing Services Costs in effect immediately prior
\nto such termination. Any material incremental costs incurred by Provider in
\nproviding the Termination Assistance Services shall constitute a Change and
\nshall be subject to the Change Control Process. In the event Provider exercises
\nits termination rights pursuant to Section 17.6<\/u>, then,
\n[*<\/em><\/strong>].<\/p>\n<\/p>\n

18.2 Development of Termination Plan<\/u>. If and to the extent requested
\nby Company, whether prior to or upon expiration or termination of this Agreement
\nor during any Termination Assistance Period, Provider shall assist Company in
\ndeveloping a termination plan which shall specify the tasks to be performed by
\nthe Parties in connection with the Termination Assistance Services and the
\nschedule for the performance of such tasks. The plan shall include descriptions
\nof the Services, Service Levels, fees, documentation (such as operating manuals)
\nand access requirements that will promote an orderly transition of the Services,
\nand a list of all assets, software, licenses, personnel and other contracts to
\nbe transitioned to Company or its designee.<\/p>\n<\/p>\n

18.3 Absolute Obligation<\/u>. [*<\/em><\/strong>] Provider
\nacknowledges and agrees that it shall have an absolute and unconditional
\nobligation to provide Company with Termination Assistance Services. Provider’s
\nquality and level of performance during the Termination Assistance Period shall
\ncontinue to comply with the Standard of Care and all requirements of this
\nAgreement unless otherwise expressly approved in the Termination Plan.<\/p>\n<\/p>\n

18.4 Post-Termination Assistance<\/u>. For a period of six (6) months
\nfollowing the Termination Assistance Period, Provider shall: (i) at Company’s
\nexpense, answer all reasonable and pertinent verbal or written questions from
\nCompany regarding the Services; and (ii) deliver to Company any remaining
\nCompany-owned reports and documentation still in Provider’s possession.<\/p>\n<\/p>\n

18.5 Transfer of Agreements<\/u>. With respect to, Subcontracts, Supplier
\nContracts, and contracts for any other third-party services applicable to the
\nterminated Services, Company shall have the right to have<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

37<\/p>\n

\n

\n

such contracts assigned to Company provided that Company assumes all ongoing
\nobligations under such contracts from and after the effective date of such
\nassignment. With respect to Third Party Intellectual Property used by Provider
\nin connection with the performance of the Services that are subject to
\nTermination Assistance Services, during the Termination Assistance Period,
\nProvider shall, at the request of Company, assign the licenses of such Third
\nParty Intellectual Property to Company or its designee, provided that: (i)
\nProvider shall have the right to assign such licenses or contracts, and (ii)
\nCompany shall assume all future contractual responsibility and liability under
\nsuch licenses and contracts, including payment of future license fees,
\nmaintenance fees and other charges. In connection with any license or contract
\ntransfer under this Paragraph, Company shall pay any transfer fees that the
\nParties were unable to avoid through reasonable good faith efforts, unless
\notherwise set forth in an Order.<\/p>\n<\/p>\n

18.6 Transfer of Software<\/u>. No Provider Intellectual Property Rights
\nwill transfer to Company upon expiration or termination of the Services except
\nas specifically permitted pursuant to this Section 18.6<\/u>.
\n[*<\/em><\/strong>] Provider shall not be liable for any changes made
\nto the data by Company.<\/p>\n<\/p>\n

18.7 Transfer of Equipment<\/u>. For any Provider Equipment that was used
\nto provide Services at the time of notice of termination or expiration of this
\nAgreement and\/or to provide to Termination Assistance Services, Provider shall
\nallow Company or its designee to (a) purchase, at fair market value at the time
\nof Company’s purchase, any equipment supplies, tools or equipment owned by
\nProvider that is used primarily or exclusively to provide the terminated
\nServices; and\/or (b) assume the lease of any equipment leased by Provider.
\nFollowing the Termination Assistance Services period, each Party shall return to
\nthe other Party any assets owned by such other Party to which it is not given
\nongoing rights as part of the termination plan.<\/p>\n<\/p>\n

18.8 Transfer of Personnel<\/u>. Notwithstanding Section 2.9<\/u> above,
\nCompany or its Affiliates or designees shall have the right to extend offers of
\nemployment to any and all Provider Personnel, including Key Provider Personnel,
\nprimarily assigned to or working on the applicable terminated Services at the
\ntime of notice of termination or expiration of this Agreement and\/or to provide
\nto Termination Assistance Services. Provider shall provide reasonable access to
\nthese employees. Provider [*<\/em><\/strong>] shall not
\n[*<\/em><\/strong>] interfere with Company’s employment efforts.<\/p>\n<\/p>\n

18.9 Other Transfer<\/u>. Upon expiration or termination of this Agreement,
\nor at the end of the Termination Assistance Period, Provider shall transfer to
\nCompany or its designees (except as provided below) (i) copies of all software
\ntransferred or licensed to Company pursuant to this Article 18<\/u>, (ii) all
\nequipment transferred or licensed to Company pursuant to this Article
\n18<\/u>, (iii) to the extent available or requested by Company to be so
\ndocumented, copies of all applicable requirements, standards, policies, reports
\nand report formats, user manuals, technical manuals, system architecture,
\nprocesses, operating procedures and other documentation relating to the
\nterminated Services, and (iv) all know-how of Provider reasonably required to
\nperform the Services.<\/p>\n<\/p>\n

19. COMPENSATION<\/strong><\/p>\n<\/p>\n

19.1 Contract Price and Pricing Schedule<\/u>. Pricing structures for the
\nServices are set forth in Exhibit D<\/u> (Pricing) of this Agreement and each
\nOrder shall set forth one or more pricing structures under which the applicable
\nServices shall be performed, which may include the pricing structures set forth
\nin Exhibit D<\/u> (Pricing). Company shall pay Provider all fees and
\ncompensation due to Provider in connection with such Services in accordance with
\nthe terms of Exhibit D<\/u> (Pricing) and other applicable terms of this
\nAgreement and the applicable Order (“Services Costs<\/strong>“), which
\nServices Costs shall include the Management Fees, Reimbursable Costs, Incentive
\nCompensation and any Provider’s Shared Savings payable to Provider pursuant to
\nExhibit D<\/u> (Pricing) or any Order. With respect to all Services subject to
\nacceptance testing, Company shall have no obligation to pay Provider for any
\nServices unless and until such Services have successfully met the acceptance
\ntesting requirements and all other requirements prerequisite to payment in
\naccordance with this Agreement and any relevant Order. Company shall not be
\nbilled for any charges or expenses other than those Services Costs or
\nReimbursable Costs stated and expressly authorized in this Agreement or an
\nOrder.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

38<\/p>\n

\n

\n

19.2 Reimbursable Costs<\/u>. Company may agree to pay or reimburse
\nProvider for some or all Reimbursable Costs incurred by Provider in connection
\nwith its performance under this Agreement or an Order. Such Reimbursable Costs
\nshall be subject to the pricing structures set forth in Exhibit D<\/u>
\n(Pricing), including a [*<\/em><\/strong>]. In no event shall Company
\nbe obligated to reimburse Provider for any Reimbursable Costs (i) that are not
\nauthorized in writing by Company, (ii) that are not Reimbursable Costs in
\naccordance with this Agreement or the applicable Order, or (iii) that are
\nincurred in excess of the Company-approved amount or
\n[*<\/em><\/strong>].<\/p>\n<\/p>\n

19.3 Charge Increases and Decreases<\/u>. Unless otherwise agreed in
\nwriting by Company or as otherwise provided in this Agreement or an Order,
\nProvider shall not increase the Service Costs above the prices for such Services
\nspecified in this Agreement or the applicable Order. On mutual agreement of the
\nParties, Provider may decrease the Services Costs payable for any Services to
\nreflect changed market conditions and\/or improvements in technology.<\/p>\n<\/p>\n

19.4 No Services Costs for Errors or Defective Performance<\/u>. In no
\nevent shall Provider be entitled to receive Services Costs for charges to the
\nextent arising out of or resulting from (i) any costs or expenses incurred by
\nthe Provider or its Affiliates or payable by Company to remedy any error,
\nomission or mistake of Provider, its Affiliates or their respective Personnel or
\nbreach of this Agreement or any Order by Provider, its Affiliates or their
\nrespective Personnel, or (ii) any incremental or additional costs or expenses
\nincurred by Provider or its Affiliates or payable by Company to remedy any
\nerror, omission or mistake of Provider, its Affiliates or their respective
\nPersonnel or breach of this Agreement or any Order by Provider, its Affiliates
\nor their respective Personnel.<\/p>\n<\/p>\n

20. TAXES<\/strong><\/p>\n<\/p>\n

20.1 Taxes, Exemptions and Reductions<\/u>. Company reserves the right to
\nmodify this Agreement, as necessary, to receive the benefits of any available
\ntax exemptions or reductions. Provider shall cooperate with Company’s efforts to
\nrealize the benefits of any tax exemptions or tax structures that may be
\navailable to Company in connection with any Order issued pursuant to this
\nAgreement or any element(s) of the Services.<\/p>\n<\/p>\n

20.2 Tax Claims<\/u>. If any Governmental Authority makes any claim with
\nrespect to any taxes for which Company may be responsible, Provider shall notify
\nCompany regarding such claim immediately after Provider’s discovery of such
\nclaim. Further, Provider shall reasonably assist Company with the investigation
\nand assessment of such claim. If required by Company, Provider shall challenge
\nthe imposition of any taxes for which Company may be responsible or request a
\nrefund of such taxes. In accordance with the requirements of Exhibit Q<\/u>
\n(Invoicing and Accounting Requirements), Company shall reimburse Provider for
\nreasonable attorneys’ fees incurred in challenging any imposition of taxes or
\nrequesting a refund of such taxes pursuant to the preceding sentence.<\/p>\n<\/p>\n

20.3 Government Tax Filings<\/u>. Provider shall file with the Internal
\nRevenue Service and provide to all Subcontractors any Form 1099 or other report
\nrequired by relevant sections of Applicable Law, including the Internal Revenue
\nCode of 1986, as amended, or any successor provisions. Provider shall withhold
\nfrom payments to such Subcontractors and remit promptly to the Internal Revenue
\nService, all amounts necessary to insure compliance with relevant sections of
\nApplicable Law, including the Internal Revenue Code of 1986 as amended, or any
\nsuccessor provisions. Provider shall provide copies of all such reports to
\nCompany promptly after filing the same with the Internal Revenue Service or
\nother Governmental Authority.<\/p>\n<\/p>\n

21. INVOICING AND PAYMENT<\/strong><\/p>\n<\/p>\n

21.1 Invoicing<\/u>. Provider shall invoice Company for the Services in
\naccordance with the requirements of Exhibit Q<\/u> (Invoicing and Accounting
\nRequirements) to this Agreement.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

39<\/p>\n

\n

\n

21.2 Timing of Payments; Disputes<\/u>. Company may dispute Provider
\ninvoices in accordance with the provisions of Exhibit Q<\/u> (Invoicing and
\nAccounting Requirements) to this Agreement. Company shall pay all undisputed
\ninvoice amounts in accordance with the provisions of Exhibit Q<\/u>
\n(Invoicing and Accounting Requirements) to this Agreement.<\/p>\n<\/p>\n

21.3 Security Interest<\/u>. To the extent of any progress payments made by
\nCompany arising from or related to this Agreement, Provider grants to Company a
\nsecurity interest in all raw materials and components committed by or on behalf
\nof Provider for use in connection with this Agreement or any Order, wherever
\nlocated. Upon Company’s request, Provider shall execute a written security
\nagreement and financing statement that grants the foregoing security interest to
\nCompany in form and content satisfactory to Company.<\/p>\n<\/p>\n

21.4 Right of Off-Set<\/u>. With respect to any amount that (i) should be
\nreimbursed to a Party under this Agreement or an Order, or (ii) is otherwise
\npayable to a Party under this Agreement or an Order, such Party may, upon notice
\nto the other Party, deduct the entire amount owed to such Party from the
\nServices Costs otherwise payable or expenses owed to the other Party pursuant to
\nthis Agreement or the applicable Order. The rights granted under this Paragraph
\nshall not apply to amounts relating to services provided by third parties
\nrelative to Provider’s provision of Services. Any credits due Company that are
\nnot applied against Provider’s invoices or that are due to Provider by Company
\nshall be paid to within thirty (30) days after receipt of written request for
\nsuch payment.<\/p>\n<\/p>\n

21.5 Withholding Payment<\/u>. Company may, in whole or in part, decline to
\napprove any request for payment hereunder, withhold or offset against any
\npayment or, due to subsequently discovered evidence or inspection, nullify any
\npayment previously made to such extent as may be necessary, in Company’s
\nreasonable opinion, to protect Company from loss due to Provider’s failure to
\nmeet its obligations hereunder. The conditions or occurrences for which Company
\nmay withhold or offset against any payment include without limitation Provider’s
\nfailure to properly make payments to Subcontractors in accordance with
\nSection 13.8<\/u>. If, through subsequently discovered evidence or subsequent
\nobservations, Company becomes aware that it could have withheld approval and
\npayment (but did not), Company reserves the right to deduct the applicable
\namount from later invoices or obtain a credit from Provider for the applicable
\namount. The provisions of this Section 21.5<\/u> shall not lessen or diminish,
\nbut shall be in addition to, the right or duty of Company to withhold payments
\nunder the provisions of Applicable Law respecting the withholding of sums due to
\nProvider.<\/p>\n<\/p>\n

22. GOVERNMENT<\/strong><\/p>\n<\/p>\n

22.1 Changes to Applicable Laws<\/u>. Provider shall notify Company of (i)
\nany changes or anticipated changes in Applicable Laws of which Provider is aware
\nor should be aware that may impact performance of the Services, (ii) the impact
\nof such changes on performance of Provider’s obligations hereunder and the
\nintent of this Agreement, and (iii) recommendations for modifications to such
\nperformance to comply with such changes, subject to Company’s approval pursuant
\nto the Change Control Process.<\/p>\n<\/p>\n

22.2 Equal Opportunity\/Affirmative Action<\/u>. For any performance
\nrequired under this Agreement (i) between two business entities based in the
\nUnited States of America and (ii) being performed in the United States of
\nAmerica and\/or its territories, Provider agrees that, unless otherwise
\nspecifically exempted, this Agreement shall be performed in full compliance with
\nall Applicable Laws, including without limitation applicable equal
\nopportunity\/affirmative action requirements; of Title VII of the Civil Rights
\nAct of 1964; Executive Orders No. 11141 and 11246, as amended; Sections (1) and
\n(3) of Executive Order No. 11625 relating to the promotion of Minority Business
\nEnterprises; Americans with Disabilities Act; Age Discrimination in Employment
\nAct; Fair Labor Standards Act; Family Medical Leave Act; the Vietnam Era
\nVeterans’ Readjustment Assistance Act of 1974; Rehabilitation Act of 1973; and
\nall corresponding implementing rules and regulations, all of which, including
\nwithout limitation the contract clauses required and regulations promulgated
\nthereunder, are incorporated herein by reference.<\/p>\n<\/p>\n

22.3 Inspections and Government Contacts<\/u>. To the extent that Provider
\nis or becomes aware of meetings with or inspections by Governmental Authorities
\nregarding Provider’s obligations hereunder,<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

40<\/p>\n

\n

\n

Provider shall notify Company within one (1) business day of becoming aware
\nof any such meeting or inspection with any such Governmental Authority. Company
\nshall have the right to be present at all such meetings and inspections that are
\n(i) of general nature; or (ii) specific to Provider’s conduct of Services under
\nthis Agreement or any applicable Order. Provider shall provide Company with an
\nopportunity to comment on drafts of documents Provider is required to submit to
\nGovernmental Authorities pursuant to its obligations hereunder. Provider shall
\nsubmit to Company copies of documents to be submitted to Governmental
\nAuthorities or insurance companies relating to Provider’s obligations hereunder,
\nincluding, without limitation, reports of accidents or injuries occurring on
\nCompany’s premises. Notwithstanding anything contained in this Agreement to the
\ncontrary, Provider shall not initiate or participate in any communications with
\nany Governmental Authorities concerning the subject matter hereof unless
\nrequired by law or requested to do so by Company and, then, only upon prior
\nconsultation with Company.<\/p>\n<\/p>\n

22.4 Ethics and Conflict of Interest<\/u>. In its performance of its
\nobligations hereunder, Provider shall adhere to business practices that meet and
\nare in the spirit of Applicable Laws and ethical principles, including, without
\nlimitation the following:<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

All transactions undertaken in connection with Provider’s obligations
\nhereunder shall be accurately reflected in Provider’s records; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall perform its obligations hereunder and conduct itself with
\nrespect to Subcontractors and third parties so as to avoid loss or embarrassment
\nto Company including loss or embarrassment due to any real or apparent conflict
\nof interest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23. SAFETY<\/strong><\/p>\n<\/p>\n

23.1 Safety Obligations<\/u>. Provider and Provider Personnel shall comply
\nwith the business practices, hours, working conditions and Company Policies
\nrelated to Provider’s performance hereunder, including, but not limited to,
\nCompany Policies regarding safety attached or listed in Exhibit I<\/u>
\n(Company Standard Operating Procedures) and Exhibit J (Company Standard
\nPolicies). Provider shall be solely responsible to inquire, inspect and acquaint
\nitself with all conditions at Company Facilities, subject to Company’s
\nobligation to disclose pertinent information. In the performance of its
\nobligations hereunder, Provider shall at all times: (i) require the presence, as
\nappropriate, of competent supervisory personnel; (ii) keep the Company
\nFacilities clean and safe, including without limitation keeping the Company
\nFacilities free from debris and hazards; and (iii) be responsible for the safe
\nand orderly performance of such obligations in accordance with this Agreement,
\nany Orders and all Applicable Laws. Upon expiration or termination of this
\nAgreement or, if applicable, expiration of the Termination Assistance Period,
\nProvider shall remove all of Provider’s equipment and unused material from the
\nCompany Facilities, thoroughly clean up all refuse and debris, and leave the
\nsite neat, orderly and in good condition, normal wear and tear excepted. In
\naddition, to the extent Provider performs such obligations on Company
\nFacilities, Provider shall (i) cooperate with Company and comply with Company’s
\nhours, working conditions and Company Facilities’ policies; and (ii) repair or
\nreplace to Company’s satisfaction any property that is damaged or destroyed by
\nProvider or Provider Personnel. Provider shall notify Company as promptly as
\npossible upon becoming aware of an inspection under, or any alleged violation of
\nthe Occupational Safety and Health Act or similar Applicable Laws in connection
\nwith the Services. Provider shall be responsible for removing or disposing of
\nany hazardous materials that it uses in providing Services and for the
\nremediation of any areas impacted by the release of such hazardous materials.\n<\/p>\n<\/p>\n

23.2 Safety Exhibit<\/u>. Provider shall meet the obligations set forth in
\nthe Safety Appendix attached hereto as Exhibit L (Safety Appendix), as may be
\nrevised by Company from time to time (subject to Section 4.6<\/u>), and any
\nadditional safety requirements specified in an Order.<\/p>\n<\/p>\n

23.3 Hazardous Materials<\/u>.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

To the extent that Company has actual knowledge of the presence of hazardous
\nchemical substances on a Company Facility at the commencement of Provider’s
\nperformance of activities on such Company Facility that could in Company’s
\nopinion (i)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

41<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

pose hazards to human health or safety of Provider’s or Provider’s Personnel
\nworking on the Company Facility given the scope of Provider’s Services to be
\nperformed or (ii) significantly affect Provider’s performance hereunder on such
\nCompany Facility, if requested in writing by Provider prior to commencement of
\nits performance on such Company Facility, Company shall disclose such
\npre-existing conditions to Provider. Conditions, including the presence of any
\nhazardous chemical substance, described or referenced in any reports or studies
\ngiven to or made available to Provider, or in any studies or investigations by
\nProvider, shall be deemed to have been disclosed upon receipt by Provider of
\nsuch information. If Company provides any such disclosure(s) of pre-existing
\nconditions to Provider, Provider shall fully review and familiarize itself with
\nsuch disclosure(s) and shall (A) exercise the Standard of Care in dealing with
\nthe disclosed pre-existing conditions; (B) conform to, and otherwise not
\ninterfere with any existing programs, controls, limitations or activities which
\nare in place as a result of the presence of such substances, and (C) take such
\nsteps (and require all contractors to take such steps) in accordance with the
\nStandard of Care, including but not limited to workplace controls, required use
\nof personal protective equipment, or limitations on location and scope of
\nServices to address any hazard to human health or safety.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider must comply with all Applicable Laws in the performance of its
\nobligations hereunder including without limitation those regarding hazardous and
\ntoxic substances and associated disclosure requirements. Additionally, Provider
\nmust comply with Company’s chemical release and hazardous and toxic substances
\ndisclosure and notification requirements, including those specified in the
\nChemical Release\/Hazardous and Toxic Substances Disclosure Requirements Appendix
\nattached hereto. For Services performed in California or Company’s Facilities,
\nProvider shall comply with the requirements of the Safe Drinking Water and Toxic
\nEnforcement Act of 1986 and amendments thereto (commonly referred to as
\n“Proposition 65<\/strong>“). Such compliance may require the posting of
\nnotices on the Company Facility to warn people on the Company Facility of the
\npotential for exposure to products which contain certain levels of chemicals
\nknown to the State of California to cause cancer, birth defects or other
\nreproductive harm, as identified and listed by the Governor or the Health and
\nWelfare Agency of the State of California pursuant to the requirements of
\nProposition 65. Provider shall inquire of its Subcontractors whether they have
\nreceived any such warning notices from product manufacturers for products being
\nused on the Company Facility, and shall ensure that any such notice, or a
\ngeneral warning sign, is posted conspicuously on the Company Facility so that it
\nis likely to be read and understood by those who may be affected. Provider shall
\nmaintain records of any inquiries of its Subcontractors, and any responses
\nreceived from them, and shall make these records available to any individual who
\ninquires about potential exposures. If Provider causes or discovers (i) a
\nreportable release of a hazardous substance or extremely hazardous substance; or
\n(ii) a discharge or release, or potential discharge or release, of a regulated
\nquantity of a listed chemical into a source of drinking water, which includes
\ndischarges or releases onto or into land, or into air, so long as the chemical
\nwill be deposited directly and immediately into a source of drinking water, then
\nProvider shall immediately stop the activities causing or threatening such
\ndischarge or release, prevent or limit human, environmental, or natural resource
\nexposure to the discharge or release, and take reasonable steps to stop any
\ncontinuing discharge or release. Provider shall immediately notify Company that
\nsuch a discharge or release has occurred or is threatened. Company will then
\ndetermine whether the substances that gave rise to the actual or threatened
\ndischarge or release may be used at the Company Facility or need to be removed
\nfrom the Company Facility in order to comply with the requirements of
\nProposition 65.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

In the event that the removal or remediation of hazardous or toxic substances
\n(other than a Provider Substance Release, as defined below) located on the
\nCompany Facility is required under any Applicable Law (a “Company
\nSubstance Condition<\/strong>“), then Company shall be responsible for the
\nremoval or remediation of such Company<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

42<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

Substance Condition, and Provider shall give full cooperation to persons
\nauthorized to conduct such removal or remedial actions and take all reasonable
\nsteps related to the Services to prevent any future or additional discharge or
\nrelease with respect to such Company Substance Condition. Company shall
\nindemnify, defend and hold Provider harmless from and against any and all
\nthird-party claims directly arising from a Company Substance Condition. The
\nimmediately foregoing indemnity, defense and hold harmless obligations expressly
\nexclude any claims in connection with the exacerbation of any Company Substance
\nCondition arising from the negligence or willful misconduct of Provider or its
\nPersonnel.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

In the event that hazardous or toxic substances were brought onto and
\nreleased on the Company Facility by Provider or its Personnel in violation of
\nthis Agreement, an Order or Applicable Law, then Provider at its sole cost and
\nexpense shall be responsible for and cause the removal and remediation of such
\nhazardous or toxic substances to the fullest extent required to restore the
\naffected property to the condition required by Company for its intended use of
\nsuch property (the “Remediation Standard<\/strong>“). At a minimum, the
\nRemediation Standard shall comply with Applicable Laws. Provider’s removal and
\nremediation activities pursuant to the preceding sentence shall comply with the
\nguidance and direction of Company’s EHS department. If a hazardous or toxic
\nsubstance present at the Company Facility prior to the commencement of the
\nServices hereunder or under an Order, or subsequently brought to the Company
\nFacility by Company, is released or otherwise exacerbated as a result of the
\nnegligence or willful misconduct of Provider or Provider’s Personnel, then
\nCompany, at Provider’s sole cost and expense, shall cause such hazardous or
\ntoxic substance to be removed or otherwise remediated to the Remediation
\nStandard. Provider shall immediately reimburse Company for the costs incurred by
\nCompany in performing the remediation described in the preceding sentence. For
\nthe purpose of this Agreement, the releases of hazardous substances described in
\nthis paragraph individually shall be referred to in this Agreement as, a
\n“Provider Substance Release.<\/strong>” Provider shall indemnify, defend
\nand hold the Company Indemnified Parties harmless from and against any and all
\nthird-party claims arising from or related to a Provider Substance Release and
\nProvider’s failure to perform the removal or remediation of a Provider Substance
\nRelease when required by this Section 23.3(iv)<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23.4 Company Facilities<\/u>.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall use the Company Facilities for the sole and exclusive purpose
\nof providing the Services, subject to Company’s approval in its discretion of
\nanother use. Company grants Provider a license for all such approved use of the
\nCompany Facilities. The use of Company Facilities by Provider does not
\nconstitute a leasehold or other property interest in favor of Provider.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall use the Company Facilities in an efficient manner and in a
\nmanner that is coordinated, and does not interfere, with Company’s business or
\noperations. To the extent that Provider operates the space in a manner that
\nunnecessarily increases facility or other costs incurred by Company, Company
\nreserves the right to deduct such excess costs from the Services Costs payable
\nhereunder. Provider shall be responsible for any damage to the Company
\nFacilities resulting from the abuse, misuse, neglect or negligence of Provider
\nor other failure to comply with its obligations respecting the Company
\nFacilities.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall keep the Company Facilities in good order, not commit or
\npermit waste or damage to Company Facilities or use Company Facilities for any
\nunlawful purpose or act, and shall comply with Company’s standard policies and
\nprocedures and applicable leases as these are made available to Provider
\nregarding access to and use of the Company Facilities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

43<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall permit Company Personnel to enter into those portions of the
\nCompany Facilities occupied by Provider Personnel at any time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Provider shall not make improvements or changes involving structural,
\nmechanical or electrical alterations to the Company Facilities without Company’s
\nprior written approval. Any improvements to the Company Facilities shall become
\nthe property of Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

When the Company Facilities are no longer required for performance of the
\nServices, Provider shall return them to Company in substantially the same
\ncondition as when Provider began use of them, subject to normal wear and tear.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

24. SECURITY<\/strong><\/p>\n<\/p>\n

24.1 Access<\/u>. Company shall provide the Project Staff with access to
\nCompany Facilities during normal working hours as reasonably required to perform
\nthe Services. If any Provider Personnel require access to a Company site or
\nfacility outside of normal working hours, Provider shall request the necessary
\npermission from Company, which permission shall not be unreasonably withheld,
\nconditioned or delayed.<\/p>\n<\/p>\n

24.2 Security Obligations on Company’s Premises<\/u>. At all times when
\npresent at Company’s premises, Provider and Provider Personnel shall comply with
\nCompany Policies, including those related to security.<\/p>\n<\/p>\n

24.3 Access to Provider’s Premises<\/u>. If requested by Company in
\nconnection with Provider’s performance of this Agreement, Provider shall provide
\nsafe and convenient access for Company to Provider’s premises.<\/p>\n<\/p>\n

24.4 Restrictions on Access<\/u>. Any Provider Personnel who are required
\nto enter any of Company’s premises may be required to complete a badge request
\nform and must adhere to all security requirements of Company’s security manager.
\nSuch Personnel of Provider may also be required to sign Company’s Confidential
\nDisclosure and Information Security Agreements and will have restricted access
\nto Company’s Facilities for business purposes only from 8:30 a.m. to 5:30 p.m.
\nMonday through Friday, unless otherwise pre-approved by Company. Upon completion
\nof such Personnel’s assignment at Company’s Facilities and\/or in the event of
\ntermination of this Agreement, all badges shall be returned immediately to
\nCompany’s Security Department.<\/p>\n<\/p>\n

24.5 Background Checks<\/u>. No Personnel of Provider will (i) perform
\nServices at a Company site, (ii) receive an access badge from Company, (iii)
\ndrive Company-owned or leased vehicles or (iv) routinely transport Company
\nPersonnel, without Provider, first providing to Company’s Security Department
\nthe Background Check Certification Form attached hereto as Exhibit M<\/u>
\n(Background Check Certification Form) for the applicable Personnel. For all
\nProvider Personnel (including Transitioned Employees), Provider shall perform,
\nor shall use an outside agency to perform, the background check and all legally
\nrequired notifications to Provider Personnel set forth in the Background Check
\nCertification Form. Failure or refusal to provide the requisite Background Check
\nCertification Form, or submission of a Background Check Certification Form
\nwithout having performed the requisite background check, shall constitute a
\nbreach hereunder for which Company may terminate this Agreement immediately for
\ncause, notwithstanding any right of Provider to cure. Provider shall return the
\nappropriate Background Check Certification Form for Provider’s representatives
\nto the address set forth below the applicable Company site listed at the bottom
\nof such form, prior to the Provider representative beginning his\/her assignment
\nat or for Company. In addition, Provider will provide verification to Company
\nthat it performed similar background investigations for all existing Provider
\nPersonnel regularly involved in the provision of Services at the time such
\nemployees were hired by Provider or at some subsequent time that is prior to
\ntheir regular involvement in the provision of Services to Company.<\/p>\n<\/p>\n

24.6 Information Systems Security<\/u>. In the event this Agreement or an
\nOrder provides for remote access to Company’s electronic information systems
\n(“CIS<\/strong>“) by Provider, Provider shall at all times protect CIS
\nthrough procedures and tools deemed satisfactory to Company. Such procedures and
\ntools shall include without limitation:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

A mechanism to determine and immediately report to Company possible security
\nbreaches;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

44<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Controls to ensure the return or destruction, at Company’s direction, of
\ninformation transmitted through CIS;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

A process for maintaining the confidentiality, integrity and availability of
\ninformation transmitted through CIS; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Methods for controlling access to CIS, which shall include without limitation
\n(i) permitted access methods; (ii) an authorization process for users’ access
\nand privileges; and (iii) maintenance of a list of authorized users.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

24.7 Access to CIS<\/u>. Prior to Provider remotely accessing CIS, in order
\nfor Company to determine its satisfaction with the foregoing procedures and
\ntools, Provider shall submit to Company:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

A list of established connections that Provider has with the electronic
\ninformation systems of third parties in order for Company to evaluate security
\nissues associated with such connections and CIS;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

A copy of Provider’s security policies applicable to electronic information
\nsystems; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

A copy of Provider’s most recent external penetration test or network audit
\nof its electronic information systems.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

24.8 CIS Audit<\/u>. Without limiting any rights and remedies hereunder,
\nCompany shall have the right to audit and monitor the procedures and tools
\nrequired pursuant to Sections 24.6<\/u> and 24.7<\/u> to ensure compliance
\nwith the requirements hereunder. Company shall have the right to revoke or limit
\nProvider’s access to CIS at any time, including without limitation in the event
\nProvider is deemed by Company, in its sole discretion, to have failed to comply
\nwith the requirements of this Article 24<\/u>. In addition to its other
\nobligations hereunder, Provider shall return to Company immediately upon any
\nsuch revocation any hardware and software provided to Provider by or on behalf
\nof Company for use with CIS.<\/p>\n<\/p>\n

24.9 Access Protections<\/u>. All Provider interconnectivity to Company
\ncomputing systems and\/or networks and all attempts at such interconnectivity
\nshall be only through Company’s security gateways\/firewalls. Provider will not
\naccess, and will not permit unauthorized persons or entities to access, Company
\ncomputing systems and\/or networks without Company’s express written
\nauthorization, and any such actual or attempted access shall be consistent with
\nany such authorization.<\/p>\n<\/p>\n

24.10 Viruses<\/u>. Provider shall use the latest version available of a
\nmutually agreed virus detection\/scanning program (i) prior to any attempt to
\naccess any of Company’s computing systems and\/or networks, (ii) prior to use of
\nany software in connection with the Services, and (iii) prior to delivery or
\ntransfer of any software to Company. Upon detecting a virus, all attempts to
\naccess Company’s computing systems and\/or networks shall immediately cease and
\nshall not resume until any such virus has been eliminated. Without limiting the
\nforegoing, each Party shall use commercially reasonable efforts to avoid the
\ntransmission of any virus from its own systems to the other Party’s systems.\n<\/p>\n<\/p>\n

24.11 Information Systems<\/u>. To the extent Provider creates, uses or
\nmodifies software or information systems in connection with providing the
\nServices, Provider represents and warrants that all such software or information
\nsystems shall be maintained in a fully validated state.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

45<\/p>\n

\n

\n

24.12 Security Breaches<\/u>. In the event of an attack or threatened or
\nsuspected intrusion or other breach of security against any computing systems
\nand\/or networks, hardware and\/or software used to provide the Services, Provider
\nshall, at its expense, and without limiting the Service Level obligations
\nhereunder, take whatever steps are necessary to immediately protect such
\nsystems, networks, hardware and\/or software and prevent any further breaches,
\nincluding, without limitation: (i) preventing further access to the systems,
\nnetworks, hardware and software from the source of the attack, (ii) immediately
\nbacking up the affected systems and any related systems, (iii) enhancing
\ndefensive systems to prevent any similar breaches in the future, (iv) contacting
\nthe ISP where the threat or attack originated and\/or law enforcement
\nauthorities; (v) investigating the extent of the damage, if any, (vi) producing
\nan incident report detailing Provider’s findings and providing such report to
\nCompany, (vii) providing supplemental monitor traffic from the attack source
\nuntil risk of further attacks is deemed to be eliminated, and (viii) temporarily
\ndisabling the Services, if warranted by the circumstances and with prior
\napproval of Company, provided that such Services are reinstated as soon as the
\nrisk of further breaches is deemed to have been eliminated or adequate
\nadditional security measures have been implemented. Provider shall immediately
\ncontact Company upon discovering such an attack or threatened or suspected
\nintrusion or breach of security and provide to Company all information
\nreasonably requested, and the Parties shall mutually agree on appropriate
\nmeasures to be taken with respect thereto.<\/p>\n<\/p>\n

24.13 Company Disabling Access<\/u>. In the event that Company shall
\ndisable Provider’s access to Company’s computing systems and\/or networks,
\nProvider shall be excused from failure to meet any Service Levels only to the
\nextent such failure is a direct result of such disabled access, provided that
\nsuch disabled access is not caused by Provider or is initiated to protect
\nCompany’s computing systems and\/or networks from a virus or disabling device on
\nProvider’s computing systems and\/or networks.<\/p>\n<\/p>\n

24.14 Office Space<\/u>. To the extent Company agrees to provide office
\nspace to Provider, Company shall provide Project Staff with reasonable office
\nspace, office furnishings, janitorial services and utilities (including air
\nconditioning) consistent with that which Company provides to its own similarly
\nsituated Personnel. Provider may not provide services to other customers of
\nProvider from space provided by Company without Company’s prior written consent.
\nCompany shall have the option during the Term to relocate Provider Personnel
\nlocated on Company’s premises to other comparable locations or facilities within
\nthe same metropolitan area.<\/p>\n<\/p>\n

24.15 Equipment Space<\/u>. In the event that Provider shall be required to
\nhouse Equipment on Company premises in connection with the Services, Company
\nshall provide Provider with adequate space, air conditioning, and security for
\nsuch Equipment. Such space shall meet the reasonable operating specifications
\nand environmental conditions specified by Provider.<\/p>\n<\/p>\n

24.16 Company Assets<\/u>. All assets owned, leased or otherwise held by
\nCompany during the Term or Termination Assistance Period (“Company
\nAssets<\/strong>“) shall at all times remain the sole property of Company;
\nprovided, however, Provider shall operate, repair, maintain and replace Company
\nAssets as specified in this Agreement. Company Assets required by Provider to
\nperform its obligations hereunder are set forth in detail in Exhibit R<\/u>,
\n(Company Assets) or the relevant Order. Provider shall have access to and use of
\nsuch Company Assets as set forth herein or in the relevant Order(s) and may
\nmanage such assets as required or appropriate to enable Provider to properly
\nperform the Services.<\/p>\n<\/p>\n

25. REGULATORY COMPLIANCE<\/strong><\/p>\n<\/p>\n

25.1 Compliance with Regulatory Requirements<\/u>. Provider understands and
\nagrees that the Services provided hereunder may be in support of an IND or NDA
\nsubmissions to the U.S. Food and Drug Administration (“FDA<\/strong>“)
\nand\/or similar regulatory submissions to any Governmental Authority and Provider
\nshall provide such Services and conduct its activities hereunder in compliance
\nwith all Applicable Laws related to such submissions.<\/p>\n<\/p>\n

25.2 Information and Support Involving Governmental Authorities<\/u>.
\nProvider shall provide Company with all cooperation and assistance reasonably
\nrequired by Company in connection with informal presentations, administrative
\nhearings or court proceedings involving any Governmental Authority or other U.S.
\nor international agency, and in private party litigation, to the extent such may
\nbe related to a project initiated hereunder.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

46<\/p>\n

\n

\n

25.3 Documentation<\/u>. Provider will prepare, maintain, and safeguard
\ncomplete and accurate documentation regarding the Services provided hereunder in
\ncompliance with all Applicable Laws, and the terms of this Agreement.<\/p>\n<\/p>\n

25.4 Additional Warranties and Covenants Relating to Regulatory
\nCompliance<\/u>. Provider represents, warrants and covenants that (i) it has
\nsignificant expertise and experience in providing services of the kind
\ncontemplated by this Agreement, and (ii) it is familiar with Applicable Laws
\nrelating to the Services, including, but not limited to, the Health Insurance
\nPortability and Accountability Act of 1996 and its implementing regulations set
\nforth at 45 Code of Federal Regulations (“C.F.R.<\/strong>“) Parts 160
\nand 164, the Federal Food, Drug, and Cosmetic Act and the regulations
\npromulgated pursuant thereto, and current good clinical practices and current
\ngood laboratory practices (each as defined under Applicable Laws).<\/p>\n<\/p>\n

25.5 Deliverables<\/u>. Provider represents, warrants and covenants that
\neach Deliverable (1) shall conform to the specifications and requirements for
\nsuch Deliverable agreed upon by the Parties, and (2) shall comply with cGMP, as
\napplicable.<\/p>\n<\/p>\n

25.6 No Debarment<\/u>. Provider represents and warrants that neither
\nProvider nor any of Provider Personnel rendering services in connection with
\nthis Agreement is presently: (i) the subject of a debarment action or is
\ndebarred pursuant to the Generic Drug Enforcement Act of 1992, (ii) the subject
\nof a disqualification proceeding or is disqualified as a clinical investigator
\npursuant to 21 C.F.R. \u00a7312.70, (iii) the subject of an exclusion proceeding or
\nexcluded from participation in any federal health care program under 42 C.F.R.
\nPart 1001 et seq., or (iv) listed on the United States Department of Health
\n& Human Services, Office of Research Integrity’s Administrative Actions
\nListing. Provider shall notify Company immediately upon any inquiry concerning,
\nor the commencement of any such proceeding concerning Provider or any of its
\nPersonnel.<\/p>\n<\/p>\n

25.7 HIPAA<\/u>. To the extent that Provider requires access in order to
\nprovide the Services or is otherwise provided access, Provider shall adhere to
\nall current and future laws pertaining to privacy or confidentiality of patient
\ninformation, including without limitation, the Health Insurance Portability and
\nAccountability Act of 1996 (45 C.F.R. parts 160 and
\n164)(“HIPAA<\/strong>“), and regulations, including without limitation,
\nlaws and regulations related to medical records and patient privacy,
\nconfidentiality, and consumer protection.<\/p>\n<\/p>\n

26. REPRESENTATIONS AND WARRANTIES<\/strong><\/p>\n<\/p>\n

26.1 Mutual Representations<\/u>. Each Party hereby represents and warrants
\nto the other Party as follows:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Due Authorization<\/u>. Such Party is a corporation duly organized and in
\ngood standing as of the Effective Date, and the execution, delivery and
\nperformance of this Agreement by such Party have been duly authorized by all
\nnecessary action on the part of such Party.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Due Execution<\/u>. This Agreement has been duly executed and delivered by
\nsuch Party and, with due authorization, execution and delivery by the other
\nParty, constitutes a legal, valid and binding obligation of such Party,
\nenforceable against such Party in accordance with its terms.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

No Conflict<\/u>. Such Party’s execution, delivery and performance of this
\nAgreement do not: (i) violate, conflict with or result in the breach of any
\nprovision of the charter or by-laws (or similar organizational documents) of the
\nParty; or (ii) conflict with or violate any law or governmental order applicable
\nto the Party or any of its assets, properties or businesses.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

47<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Duly Licensed<\/u>. Such Party is duly licensed, authorized or qualified to
\ndo business and is in good standing in every jurisdiction in which a license,
\nauthorization or qualification is required for the ownership or leasing of its
\nassets or the transaction of business of the character transacted by it except
\nwhere the failure to be so licensed, authorized or qualified would not have a
\nmaterial adverse effect on such Party’s ability to fulfill its obligations
\nhereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26.2 Provider Representations<\/u>. Provider hereby represents, warrants
\nand covenants to Company as follows:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Infringement<\/u>. The performance of the Services, the use of the Work
\nProduct, Provider Intellectual Property Rights and Third Party Intellectual
\nProperty, and Company’s exercise of the rights granted to Company under this
\nAgreement, do not and will not infringe, misappropriate or conflict with any
\nIntellectual Property right of any third party. No confidential, proprietary or
\ntrade secret information that will be used in performing the Services has been
\nmisappropriated from any third party.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Quality<\/u>. In performing the Services, Provider shall meet the
\nprofessional standard of diligence, care, timeliness, trust and skill exercised
\nby experienced members of Provider’s profession with expertise in performing
\nservices similar to those to be provided hereunder. Provider possesses a high
\nlevel of expertise in the business, administration, management and supervision
\nrequired to undertake its obligations contemplated hereunder and is fully and
\nproperly licensed, qualified, experienced, equipped, organized and financed to
\nperform hereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Compliance with Laws<\/u>. In performing under this Agreement, Provider
\nshall comply with all Applicable Laws.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Kickbacks<\/u>. No employee, agent or representative of Provider has been
\noffered, shall be offered, has received, or shall receive, directly or
\nindirectly, from Company, any gratuities, merchandise, cash, services benefit,
\nfee, commission, dividend, gift, or other inducements or consideration of any
\nkind in connection with this Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Title<\/u>. Provider shall have good, free and clear title to all Work
\nProduct that Provider may deliver to Company under this Agreement, free and
\nclear of any liens, claims or encumbrances.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Deliverables<\/u>. At the time of delivery thereof to Company, the Work
\nProduct shall (i) function in accordance to any written specifications and
\nrequirements for such Work Product, (ii) be free from defects, errors and
\ndeficiencies, (iii) be fit for the purposes and uses communicated by Company to
\nProvider, its Affiliates and their respective Personnel or expected by a person
\nreceiving services similar to this provided by the Provider under this Agreement
\nand the applicable Order, (iv) meet the timelines set forth herein or in the
\napplicable Order, and (v) comply with all Applicable Laws.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

Required Consents<\/u>. Provider has obtained and possesses any and all
\nnecessary rights and consents to perform the Services and its obligations under
\nthis Agreement, including the right to grant Company the rights granted
\nhereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(viii)<\/p>\n<\/td>\n

<\/td>\n\n

Capability to Perform<\/u>. Provider is capable of and will perform its
\nobligations hereunder and under each Order within the time limits and periods
\napplicable thereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ix)<\/p>\n<\/td>\n

<\/td>\n\n

Financial Condition<\/u>. Provider is financially solvent, able to pay its
\ndebts as they mature, and possesses sufficient working capital to complete its
\nobligations hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

48<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

<\/td>\n\n

Employment Issues<\/u>. Provider is an employer subject to, and shall
\ncomply with, all Applicable Laws, including without limitation applicable wage
\nand hour statutes, unemployment compensation statutes and occupational safety
\nand health statutes, and shall be responsible for withholding and payment of any
\nand all payroll taxes and contributions, including without limitation federal,
\nstate, provincial, commonwealth and local income taxes; Federal Insurance
\nContributions Act, Federal Unemployment Tax Act and state unemployment
\ncontributions; and workers’ compensation and disability insurance payments.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xi)<\/p>\n<\/td>\n

<\/td>\n\n

Third Party Intellectual Property<\/u>. No Work Product provided hereunder
\nshall incorporate or require use of any Third Party Intellectual Property for
\nwhich Company would be liable for royalty or other payments separate and apart
\nfrom the Service Costs unless specifically agreed to in writing by Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xii)<\/p>\n<\/td>\n

<\/td>\n\n

No Conflict<\/u>. Provider’s execution, delivery and performance of this
\nAgreement do not conflict with, result in any breach of, constitute a default
\n(or event which with the giving of notice or lapse of time, or both, would
\nbecome a default) under, require any consent under, or give to others any rights
\nof termination, amendment, acceleration, suspension, revocation or cancellation
\nof any note, bond, mortgage or indenture, contract, agreement, lease, sublease,
\nlicense, permit, franchise or other instrument or arrangement to which Provider
\nis a party.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xiii)<\/p>\n<\/td>\n

<\/td>\n\n

Personnel<\/u>. Provider shall use an adequate number of qualified
\nindividuals who possess the requisite training, education, licensing, experience
\nand skill to perform its obligations hereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xiv)<\/p>\n<\/td>\n

<\/td>\n\n

Technology and Equipment<\/u>. Provider shall provide the Services using
\nproven, current technology, Equipment and software that shall enable Company to
\ntake advantage of technological advancements in Provider’s industry. All
\nEquipment provided by Provider pursuant to this Agreement shall be new, not
\nrefurbished or reconditioned, except to the extent agreed to by Company in
\nwriting, and Provider is either the owner of, or authorized to use, the
\nEquipment provided by Provider pursuant to this Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xv)<\/p>\n<\/td>\n

<\/td>\n\n

Provider Due Diligence<\/u>. Prior to entering into this Agreement,
\nProvider has undertaken all inspections, investigations and analysis as Provider
\ndeems necessary and appropriate in connection with entering into this Agreement
\nand committing to provide the Services upon the terms and conditions set forth
\nin this Agreement. Provider hereby acknowledges that Company has delivered or
\nmade available to Provider all information and documents Provider has deemed
\nnecessary, including all information and documents requested by Provider
\n(collectively, the “Due Diligence Information<\/strong>“) for Provider to
\nenter into this Agreement and perform its obligations under this Agreement in
\naccordance with its terms. Provider shall not be relieved of any of its
\nobligations under this Agreement, as a result of (i) its failure to review the
\nDue Diligence Information or any documents referred to therein, or (ii) its
\nfailure to request any other information or documents from Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26.3 Warranties Not Exclusive<\/u>. The warranties provided hereunder are
\nnot sole or exclusive, shall not be construed to modify or limit in any way any
\nrights or remedies which Company may otherwise have against Provider, and are in
\naddition to any other express or implied warranties set forth in this Agreement
\nor provided by law. The warranties set forth herein do not extend to any
\nEquipment or Services that have been intentionally misused by Company contrary
\nto clear, documented instructions without the supervision of and prior written
\napproval of Provider, or if Company removes or renders illegible the relevant
\nProvider serial numbers or warranty date decals.<\/p>\n<\/p>\n

26.4 Third Party Warranties<\/u>. Provider shall secure on the Company’s
\nbehalf the maximum warranty period available for all goods and services provided
\nby third parties; which period, unless expressly<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

49<\/p>\n

\n

\n

agreed to by Company in writing and on a case-by-case basis, shall be for a
\nperiod of no less than eighteen (18) months after completion of the subject
\nServices. Without limiting the other provisions of this Article 26<\/u>,
\nProvider shall assign to Company all warranties provided by Subcontractors or
\nother third parties who furnish goods and\/or services in connection with
\nProvider’s performance hereunder. Provider warrants that it shall perform its
\nobligations in such manner so as to preserve any such third party warranties.
\nProvider shall use commercially reasonable efforts to assist Company in
\nenforcing such third party warranties. In the event that Provider’s best efforts
\nare unsuccessful, Provider shall perform all obligations under such third party
\nwarranties at Provider’s expense.<\/p>\n<\/p>\n

26.5 Warranty Corrective Actions<\/u>. In the event Provider fails to meet
\na warranted condition under this Agreement, Provider shall promptly identify an
\naction plan for (i) correcting such warranted condition; and (ii) correcting any
\ndamages arising out of or resulting from Provider’s failure to meet such
\nwarranted condition. Such action plan shall be subject to Company’s approval and
\nbe promptly implemented by Provider to Company’s satisfaction. The
\nimplementation of such action plan and all actions taken in furtherance thereof
\nshall be governed by the terms of this Agreement. Provider shall bear all costs
\nassociated with and incidental to such implementation. If Provider refuses or is
\nnot able to promptly identify or implement an action plan satisfactory to
\nCompany, Company may take corrective actions as it sees fit, all at Provider’s
\nexpense.<\/p>\n<\/p>\n

27. CONFIDENTIALITY<\/strong><\/p>\n<\/p>\n

27.1 Confidentiality<\/u>. Each Party shall maintain in confidence all
\nConfidential Information of the other Party, and shall not disclose such
\nConfidential Information to any third party except to those of its Personnel as
\nare necessary in connection with the receiving Party’s activities as
\ncontemplated by this Agreement, and shall not use Confidential Information of
\nthe other Party for any purpose other than the performance of its obligations
\nhereunder. In maintaining the confidentiality of Confidential Information of the
\nother Party, each Party shall exercise the same degree of care that it exercises
\nwith its own confidential information, and in no event less than a reasonable
\ndegree of care. Each Party shall ensure that each of its Personnel holds in
\nconfidence and makes no use of the Confidential Information of the other Party
\nfor any purpose other than those permitted under this Agreement or otherwise
\nrequired by law. Each Party shall clearly and completely convey the requirements
\nof this Article 27<\/u>to all of its Personnel to ensure such requirements are
\nunderstood and followed. [*<\/em><\/strong>]<\/p>\n<\/p>\n

27.2 Exceptions<\/u>. The obligation of confidentiality contained in this
\nAgreement shall not apply to the extent that a Party can demonstrate that (a)
\nthe disclosed information was at the time of such disclosure to such Party
\nalready in (or thereafter enters) the public domain other than as a result of
\nactions of such Party or its Personnel in violation hereof; (b) the disclosed
\ninformation was rightfully known to such Party without any obligation of
\nconfidentiality prior to the date of disclosure to such Party; (c) the disclosed
\ninformation was received by such Party on an unrestricted basis from a source
\nunrelated to any Party to this Agreement and not under a duty of
\nconfidentiality; or (d) the information was independently developed by such
\nParty without use of or reference to Company’s Confidential Information. In the
\nevent that the Party receiving Confidential Information receives a request from
\na third party, pursuant to a valid subpoena, legally valid governmental
\nauthority request, or other valid legal request, that requires it to disclose
\nCompany’s Confidential Information, prior to disclosing such Confidential
\nInformation or Company Data, such Party shall (i) give the other Party prompt
\n(but in no event later than forty eight (48) hours after receipt of the request)
\nprior written notice of the requested disclosure which notice shall include a
\ncopy of such subpoena or request, (ii) use reasonable efforts to resist
\ndisclosing the Confidential Information, (iii) cooperate with the other Party on
\nrequest to obtain a protective order or otherwise limit the disclosure of the
\nConfidential Information, (iv) consent to an injunction or protective order and
\nnot oppose the other Party’s request to intervene, and (v) prior to such
\ndisclosure, provide a letter from its counsel confirming that the Confidential
\nInformation is, in fact, required to be disclosed. A disclosure of Confidential
\nInformation in accordance with the preceding sentence of this Section
\n27.2<\/u> shall not be deemed a breach of the confidentiality obligations
\nhereunder.<\/p>\n<\/p>\n

27.3 Unauthorized Disclosure<\/u>. Each Party acknowledges and confirms
\nthat the Confidential Information of the other Party constitutes proprietary
\ninformation or trade secrets valuable to the other<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

50<\/p>\n

\n

\n

Party, and that the unauthorized use, loss or outside disclosure of such
\nConfidential Information may cause irreparable injury to the other Party. Each
\nParty shall notify the other Party immediately upon discovery of any
\nunauthorized use or disclosure of Confidential Information, and will cooperate
\nwith the other Party in every reasonable way to help regain possession of such
\nConfidential Information and to prevent its further unauthorized use.<\/p>\n<\/p>\n

27.4 Injunctive Relief<\/u>. Each Party acknowledges that monetary damages
\nis not a sufficient remedy for unauthorized disclosure of Confidential
\nInformation of the other Party and that the other Party shall be entitled,
\nwithout waiving other rights or remedies, to such injunctive or equitable relief
\nas may be deemed proper by a court of competent jurisdiction.<\/p>\n<\/p>\n

27.5 Return of Information<\/u>. Upon the earlier of (i) completion of the
\nServices to be performed under each Order, (ii) expiration or termination of an
\nOrder or this Agreement, or (iii) a written request by the other Party, each
\nParty shall return to the other Party all Confidential Information in its
\npossession or control, including any copies, reproductions, or derivative works
\nthereof.<\/p>\n<\/p>\n

27.6 Company Data<\/u>. All Company Data is and shall remain the property
\nof Company and shall be deemed Confidential Information of Company. Except with
\nthe prior written consent of Company, Company Data shall not be (i) used by
\nProvider other than in connection with providing the Services, (ii) disclosed,
\nsold, assigned, leased or otherwise provided to third parties by Provider, (iii)
\ncommercially exploited by or on behalf of Provider, or (iv) allowed by Provider
\nto be used or disclosed for any such purpose by third parties. Upon the request
\nof Company, Provider shall (i) at Company’s expense, promptly return to Company,
\nin the format and on the media requested by Company, all Company Data, and (ii)
\nerase or destroy all Company Data in Provider’s possession. Any archival tapes
\nor other media containing Company Data shall be used by Provider solely for
\nback-up purposes.<\/p>\n<\/p>\n

27.7 No Implied Rights<\/u>. Subject to the provisions of Article
\n11<\/u>, each Party’s Confidential Information shall remain the property of that
\nParty. Nothing contained in this Section 27.7<\/u> shall be construed as
\nobligating a Party to disclose its Confidential Information to the other Party,
\nor as granting to or conferring on a Party, expressly or impliedly, any rights
\nor license to the Confidential Information of the other Party, and any such
\nobligation or grant shall only be as provided by other provisions of this
\nAgreement.<\/em><\/p>\n<\/p>\n

28. RISK ALLOCATION<\/strong><\/p>\n<\/p>\n

28.1 Insurance Coverage<\/u>. Provider shall at all times during the Term
\nand Termination Assistance Period maintain the insurance coverage set forth in
\nExhibit O<\/u> (Insurance Provisions). The insurance obligations hereunder
\nshall be in addition to and in no way be construed to limit the indemnification
\nobligations set forth herein.<\/p>\n<\/p>\n

28.2 Force Majeure<\/u>. A “Force Majeure Event” <\/strong>shall be
\nan event, occurrence or circumstance that (a) directly impacts the Company
\nFacilities; (b) directly impacts the Party’s performance of its obligations that
\nmust be performed on the Company Facilities; and (c) is caused, directly or
\nindirectly, by acts of God, war, riots, terrorism, embargos, industry-wide
\nstrikes and boycotts, acts of public enemy, acts of military authority,
\nearthquake, fire or flood; provided that (i) such Party is without fault or
\nnegligence in causing such delay; (ii) such delay could not have been prevented
\nby reasonable precautions taken by such Party, including without limitation the
\nuse of alternate sources or workaround plans; (iii) such Party uses commercially
\nreasonable efforts to recommence performance of such obligations whenever and to
\nwhatever extent possible following the Force Majeure Event; and (iv) such Party
\nimmediately notifies the other Party by the most expedient method possible (to
\nbe confirmed in writing) and describes at a reasonable level of detail the
\ncircumstances causing the delay. A Party shall not be liable for any delay in
\nperformance of its obligations hereunder if and to the extent such delay is
\ncaused by a Force Majeure Event. During the duration of the Force Majeure Event,
\nthe Party so affected shall use its reasonable commercial efforts to avoid or
\nremove such Force Majeure Event and shall take reasonable steps to resume its
\nperformance under this Agreement with the least possible delay. Whenever a Force
\nMajeure Event causes Provider to allocate limited resources between or among
\nProvider’s customers, Company shall receive priority allocation of such
\nresources. Notwithstanding anything to the contrary in this<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

51<\/p>\n

\n

\n

Paragraph, in the event Provider’s performance under this Agreement or any
\nOrder(s) is delayed for a period of thirty (30) days or more due to a delay
\nexcusable under this Section 28.2<\/u>, Company may terminate this Agreement
\nand\/or such Order(s) immediately upon notice to Provider.<\/p>\n<\/p>\n

28.3 Consequential Damages<\/u>. SUBJECT TO SECTION 28.5<\/u>, NEITHER
\nPARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
\nEXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH
\nTHIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
\nDAMAGES.<\/p>\n<\/p>\n

28.4 Limitation of Liability<\/u>. Subject to Section 28.5<\/u>, each
\nParty’s total liability to the other per calendar year, whether in contract or
\nin tort (including breach of warranty, negligence and strict liability in tort)
\nshall be limited to an amount equal to [*<\/em><\/strong>].<\/p>\n<\/p>\n

28.5 Exceptions<\/u>. The limitations set forth in Section 28.3<\/u> and
\nSection 28.4<\/u> shall not apply with respect to: (1) damages occasioned by
\nthe unlawful acts or omissions, willful misconduct or gross negligence of a
\nParty; (2) claims that are the subject of indemnification hereunder; (3) breach
\nof Article 27<\/u>; and (4) damages occasioned by improper or wrongful
\ntermination of this Agreement or abandonment of the Services by Provider; (5)
\nService Costs payable to Provider by Company in accordance with this Agreement
\nor payable by Provider to its Personnel; and (6) any
\n[*<\/em><\/strong>].<\/p>\n<\/p>\n

28.6 Mitigation<\/u>. Each Party shall have a duty to mitigate damages for
\nwhich the other Party is responsible.<\/p>\n<\/p>\n

29. INDEMNIFICATION<\/strong><\/p>\n<\/p>\n

29.1 Provider Indemnification<\/u>. Provider shall defend, indemnify and
\nhold harmless Company, its Affiliates, and their respective officers, directors
\nand Personnel (the “Company Indemnified Parties<\/strong>“) from and
\nagainst any and all third party (for purposes of this Section, “third party”
\nshall include Provider Personnel) suits, actions, legal or administrative
\nproceedings, claims, liens, demands, damages, liabilities, losses, costs, fees,
\npenalties, fines and expenses (including without limitation attorneys’ fees and
\nexpenses (both Company’s in-house and outside attorneys), and costs of
\ninvestigation, litigation, settlement, and judgment)
\n(“Losses<\/strong>“) arising out of or related to:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Claims arising out of or related to breach of Provider’s representations,
\nwarranties and covenants set forth in this Agreement;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Breaches of Article 27<\/u>;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Any and all acts or omissions of Provider or its Personnel (unless performed
\nunder the specific instructions of Company) resulting in any death, bodily
\ninjury or damage to real or tangible personal property in connection with the
\nServices, or any intentional, fraudulent, tortious or negligent act or omission
\nof Provider or Provider Personnel;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Any and all acts or omissions of Provider that results in the breach by a
\nCompany Indemnified Party of (A) its contractual obligations to a third party or
\n(B) any legal or regulatory requirement applicable to such Company Indemnified
\nParty, which contractual obligation or legal or regulatory requirement is within
\nthe scope of the Services or is being managed by or the responsibility of
\nProvider in connection with the Services;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

Relating to Provider’s failure to observe or perform any duties or
\nobligations to be observed or performed on or after the Effective Date by
\nProvider under any contracts, including software licenses, Equipment leases,
\nAssigned Contracts and Managed Contracts, in each case, that are within the
\nscope of Services or being managed by or the responsibility of Provider in
\nconnection with the Services, except to the extent Company has either withheld
\nor not timely made a properly invoiced payment with respect to such
\nSubcontractor or Supplier;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

52<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Claims that the performance or use of the Services, or that the Deliverables,
\nProvider Equipment, any other enhancements or modifications to any works
\nprepared or provided by Provider or any other resources or items provided to
\nCompany by Provider (collectively, “Provider Provided Items<\/strong>“)
\ninfringe the Intellectual Property or other proprietary rights of such third
\nparty, except as may have been caused by (A) a modification or misuse of such
\nProvider Provided Items other than according to or in compliance with the
\nspecifications or designs of such Provider Provided Items, or (B) the
\ncombination, operation or use of such Provider Provided Items with Equipment not
\nfurnished or approved by Provider or not contemplated by the documentation for
\nor expected use of such Provider Provided Items;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

<\/td>\n\n

Any claim by Provider Personnel against any Company Indemnified Party
\n[*<\/em><\/strong>];<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(viii)<\/p>\n<\/td>\n

<\/td>\n\n

Any claim or action by, on behalf of, or related to, Affected Personnel to
\nthe extent accruing on or after the Effective
\nDate[*<\/em><\/strong>];<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ix)<\/p>\n<\/td>\n

<\/td>\n\n

Any claims relating to any Transitioned Personnel arising before, on or after
\nthe Effective Date arising from the acts or omissions of Provider, or one of its
\nAffiliates [*<\/em><\/strong>];<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

<\/td>\n\n

[*<\/em><\/strong>]; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(xi)<\/p>\n<\/td>\n

<\/td>\n\n

Claims arising from a breach of Article 18<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

29.2 Company Indemnification<\/u>. Company shall indemnify and hold
\nharmless Provider, its Affiliates, and their respective officers, directors and
\nPersonnel (the “Provider Indemnified Parties<\/strong>“) from and against
\nany and all Losses arising out of or related to:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Claims arising out of or related to breach of Company’s representations,
\nwarranties and covenants set forth in this Agreement;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

The acts or omissions of Company or its Personnel resulting in any death,
\nbodily injury or damage to real or tangible personal property, or any
\nintentional, fraudulent, tortious or negligent act or omission of Company or
\nCompany Personnel;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

Any claims by, or on behalf of, or related to the Transferred Employee
\narising from the acts or omissions of the Company, or one of its Affiliates,
\nprior to the Effective Date, including claims relating to employment or
\nengagement, occupational health and safety, worker’s compensation, ERISA or
\narising under other Applicable Laws[*];<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

Any claims relating to the termination by Company of Affected Employees or
\nAffected Contractors who either refuse, for whatever reason, to accept
\nProvider’s offer of employment or engagement in accordance with Section
\n12.23(i)<\/u>, Section 12.23(ii)<\/u> or Section 12.23(iv)<\/u>, or who
\nobject to the transfer of their employment to Provider with or without good
\nreason;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

<\/td>\n\n

[*<\/em><\/strong>]; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

<\/td>\n\n

Claims by or on behalf of Transitioned Employees that the transfer of their
\nemployment to Provider or the terms on which Provider proposes to employ them is
\n[*<\/em><\/strong>] in breach of their contract of employment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

53<\/p>\n

\n

\n

29.3 Infringement<\/u>. If any Provider Provided Item becomes, or in
\nProvider’s reasonable opinion is likely to become, the subject of an
\ninfringement, including misappropriation, claim or proceeding, Provider shall,
\nin addition to indemnifying Company as provided in this Article 29<\/u> and to
\nthe other rights Company may have under this Agreement, (i) promptly at
\nProvider’s expense secure the right to continue using the Provider Provided
\nItem, or (ii) if this cannot be accomplished with commercially reasonable
\nefforts, then at Provider’s expense, replace or modify the Provider Provided
\nItem to make it non-infringing, provided that any such replacement or
\nmodification shall not degrade the performance or quality of the Provider
\nProvided Item or any affected component of the Services, or (C) if neither of
\nthe foregoing can be accomplished by Provider with commercially reasonable
\nefforts, and only in such event, then remove the Provider Provided Item from the
\nServices, in which case the Services Costs shall be equitably adjusted to
\nreflect such removal.<\/p>\n<\/p>\n

29.4 Indemnification Procedures<\/u>. With respect to third-party claims
\nfor which a Party is seeking indemnification hereunder, the following procedures
\nshall apply:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Promptly after receipt by any entity entitled to indemnification under
\nSection 29.1<\/u> and Section 29.2<\/u> of notice of the assertion or the
\ncommencement of any action, proceeding or other claim by a third party in
\nrespect of which the indemnitee shall seek indemnification pursuant to any such
\nSection, the indemnitee shall notify the indemnitor of such claim in writing. No
\nfailure to so notify an indemnitor shall relieve it of its obligations under
\nthis Agreement except to the extent that it can demonstrate actual damages
\nattributable to such failure. Within fifteen (15) days following receipt of
\nwritten notice from the indemnitee relating to any claim, but no later than ten
\n(10) days before the date on which any response to a complaint or summons is
\ndue, the indemnitor shall notify the indemnitee in writing if the indemnitor
\nacknowledges its indemnification obligation and elects to assume control of the
\ndefense and settlement of that claim (a “Notice of Election<\/strong>“).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

If the indemnitor delivers a Notice of Election relating to any claim within
\nthe required notice period, the indemnitor shall be entitled to have sole
\ncontrol over the defense and settlement of such claim; provided that (1) the
\nindemnitee shall be entitled to participate in the defense of such claim and to
\nemploy counsel at its own expense to assist in the handling of such claim; and
\n(2) the indemnitor shall obtain the prior written approval of the indemnitee
\nbefore entering into any settlement of such claim or ceasing to defend against
\nsuch claim. After the indemnitor has delivered a Notice of Election relating to
\nany claim in accordance with the preceding paragraph, the indemnitor shall not
\nbe liable to the indemnitee for any legal expenses incurred by the indemnitee in
\nconnection with the defense of that claim. In addition, the indemnitor shall not
\nbe required to indemnify the indemnitee for any amount paid or payable by the
\nindemnitee in the settlement of any claim for which the indemnitor has delivered
\na timely Notice of Election if such amount was agreed to without the written
\nconsent of the indemnitor.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

If the indemnitor does not deliver a Notice of Election relating to a claim,
\nor otherwise fails to acknowledge its indemnification obligation or to assume
\nthe defense of a claim, within the required notice period, the indemnitee shall
\nhave the right to defend the claim in such manner as it may deem appropriate, at
\nthe cost and expense of the indemnitor, including payment of any judgment or
\naward and the costs of settlement or compromise of the claim. The indemnitor
\nshall promptly reimburse the indemnitee for all such costs and expenses,
\nincluding payment of any judgment or award and the costs of settlement or
\ncompromise of the claim.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

29.5 Subrogation<\/u>. In the event that an indemnitor shall be obligated
\nto indemnify an indemnitee pursuant to this Article 29<\/u>, the indemnitor
\nshall, upon fulfillment of its obligations with respect to indemnification,
\nincluding payment in full of all amounts due pursuant to its indemnification
\nobligations, be subrogated to the rights of the indemnitee with respect to the
\nclaims to which such indemnification relates.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

54<\/p>\n

\n

\n

29.6 Liens by Provider<\/u>. To the extent permitted by Applicable Law,
\nProvider hereby waives and releases any and all lien rights and similar rights
\nfor payment for services, labor, equipment or materials furnished by Provider in
\nperformance of its obligations hereunder and granted by law to persons supplying
\nmaterials, equipment, services and other items of value to improve or modify
\nland or the structures thereon, which Provider may have against Company’s or
\nCompany’s landlord’s premises, property or funds payable to Company.<\/p>\n<\/p>\n

29.7 Third-Party Liens<\/u>. Except to the extent Company has either
\nwithheld or not timely made a properly invoiced payment with respect to such
\nSubcontractor or Supplier, if a lien affecting any of Company’s rights is filed
\nby any Supplier or Subcontractor, Provider must remove the lien within ten (10)
\ndays of notice of lien or of written demand from Company, whichever is earlier.
\nIf Provider fails to remove the lien, Company may (i) pay the amount of the
\nlien, (ii) bond the removal of the lien, or (iii) take any other step necessary
\nto remove the lien. Provider shall immediately reimburse Company for the cost of
\nremoval of any such lien, including without limitation all attorneys’ fees and
\ncosts, upon receipt of written demand from Company. If Provider fails to
\nreimburse Company, Company may back charge or withhold the cost of removal,
\nincluding without limitation all attorneys’ fees and costs, from any amount that
\nCompany may be required to pay to Provider for performance of its obligations
\nhereunder.<\/p>\n<\/p>\n

30. DISPUTE RESOLUTION<\/strong><\/p>\n<\/p>\n

30.1 Identification of Problems<\/u>. During the Term and Termination
\nAssistance Period, each Party shall bring to the attention of the other Party
\nany issues that may reasonably be expected to prevent such Party from
\ncompleting, or that may delay or otherwise affect the performance of, its
\nobligations under this Agreement.<\/p>\n<\/p>\n

30.2 Dispute Resolution Procedures<\/u>. Should a dispute arise that, in
\nthe opinion of either Party, threatens to impair the continued performance of
\nthis Agreement by either or both of the Parties, the aggrieved Party shall
\nprovide the other Party with written notice setting forth the nature of such
\ndispute. The dispute shall be referred to a committee of four, comprised of two
\nsenior executives of each Party. The committee shall convene as promptly as
\npossible, and in no event more than two (2) business days after receipt of such
\nnotice, to attempt to resolve the problem as promptly as possible. The committee
\nshall continue to meet in accordance with a schedule that it shall determine
\nuntil the problem shall be resolved. If the problem is not resolved within five
\n(5) business days after the first meeting of the committee (“Resolution
\nPeriod<\/u>“), either Party shall be free to pursue all available remedies, at
\nlaw or in equity, consistent with the terms of this Agreement, unless the
\nParties shall agree in writing to extend the Resolution Period. Notwithstanding
\nthe foregoing, either Party may, before, during, or after the Resolution Period,
\napply to a court of competent jurisdiction for a temporary restraining order,
\npreliminary injunction of other equitable relief, where such relief is necessary
\nto protect its interests. Notwithstanding any other provision of this Agreement,
\nin the event that any Party believes in good faith a dispute or potential
\ndispute to be “urgent,” such Party shall have no obligations to utilize the
\ndispute resolution mechanism set forth in this Paragraph, and such Party may
\nimmediately seek any remedies available to such Party at law or in equity.<\/p>\n<\/p>\n

31. EQUIPMENT<\/strong><\/p>\n<\/p>\n

31.1 Company Provided Equipment<\/u>. Company shall retain ownership of all
\nEquipment that is owned by Company as of the Effective Date, or that is
\nsubsequently acquired in the name of the Company during the Term or Termination
\nAssistance Period, and supplied by Company to Provider and used to provide the
\nServices (“Company Provided Equipment<\/strong>“). Company will retain
\nthe lease agreements for all Equipment that is leased in Company’s name as of
\nthe Effective Date, or that is subsequently leased in the name of the Company
\nduring the Term or Termination Assistance Period. Company shall provide Provider
\nwith access to such Company Provided Equipment on an “as is, where is” basis for
\nuse by Provider in delivering the Services. Company’s and Provider’s respective
\nresponsibilities with respect to the upgrade, replacement and refreshing of
\nCompany Provided Equipment may vary by Equipment type and shall be as set forth
\nin Exhibit G<\/u> (Equipment List) or the applicable Order. Company shall be
\nresponsible for procuring any upgrades with respect to such Company Provided
\nEquipment. Unless<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

55<\/p>\n

\n

\n

otherwise set forth herein or in the applicable Order, Provider shall manage
\nand maintain all of the Company Provided Equipment in accordance with the
\nmaintenance schedules recommended by the applicable Equipment manufacturer.<\/p>\n<\/p>\n

31.2 Provider Equipment<\/u>. Provider shall be responsible for providing
\nany Equipment other than the Company Provided Equipment that is necessary or
\nrequired to provide the Services (collectively, the “Provider
\nEquipment<\/strong>“). Provider shall install, operate, manage and maintain all
\nof the Provider Equipment, in accordance with the maintenance schedules
\nrecommended by the applicable Equipment manufacturer. All Provider Equipment
\nshall be currently supported by the applicable Equipment manufacturer.
\nNotwithstanding the location of Provider Equipment at a Company Facility, all
\nright, title and interest in and to any such Provider Equipment shall be and
\nremain in Provider, and Company shall not have any title or ownership interest
\nin the Provider Equipment; provided, however, by the delivery of written notice
\nto Provider, Company may elect to cause Provider to transfer to Company or its
\ndesignee ownership of any Provider Equipment designated by Company in such
\nnotice that is no longer used in the performance of Services under this
\nAgreement or any Order issued pursuant to this Agreement.<\/p>\n<\/p>\n

31.3 New Equipment<\/u>. Provider shall acquire new Equipment in addition
\nto, or in replacement of, existing Provider Equipment and Company Provided
\nEquipment that is necessary or appropriate to provide the Services in accordance
\nwith the Service Levels. Unless otherwise set forth herein or in the applicable
\nOrder, such new Equipment shall be purchased or leased in the name of Provider,
\nexcept for purchases or leases of upgrades or replacements for Company Provided
\nEquipment, which shall be purchased or leased in the name of Company.<\/p>\n<\/p>\n

31.4 Procurement Responsibilities<\/u>. With respect to Equipment procured
\nby Provider to meet its obligations hereunder, Provider’s responsibilities shall
\ninclude: (i) evaluating the Equipment and the qualifications of the Equipment
\nvendor; (ii) negotiating the most favorable pricing and terms; and (iii)
\nordering, receiving, configuring, installing, testing, maintaining and
\ndistributing all new Equipment.<\/p>\n<\/p>\n

31.5 Asset Tracking<\/u>. Company shall perform tracking and asset
\nmanagement for all Company Provided Equipment and Provider Equipment, and ensure
\ncompliance with applicable contractual restrictions. With respect to any
\nProvider Equipment leased by Provider, Provider shall structure its leasing
\narrangements so that the applicable leases may be assigned to Company upon the
\ntermination of this Agreement and so that any ongoing payments under those
\nleases payable by Company after such assignment are consistent with, and no
\nhigher than, the payments payable by Provider prior to such assignment.<\/p>\n<\/p>\n

31.6 Equipment Disposal<\/u>. Provider shall be responsible for the
\ndisposal of Provider Equipment and Company Provided Equipment no longer required
\nby Provider for the provision of the Services. Provider shall dispose of all
\nsuch Equipment in a manner consistent with the requirements of Applicable Law
\nand Company Policies.<\/p>\n<\/p>\n

32. MISCELLANEOUS<\/strong><\/p>\n<\/p>\n

32.1 Consents<\/u>. Unless otherwise specified in this Agreement, all
\nconsents, approvals, acceptances or similar actions to be given by either Party
\nunder this Agreement shall not be unreasonably withheld, conditioned or delayed
\nand each Party shall make only reasonable requests under this Agreement.<\/p>\n<\/p>\n

32.2 Assignment<\/u>. Company has specifically contracted with Provider
\nbecause of its unique experience, expertise and qualifications; and, therefore,
\nProvider may not assign or delegate Provider’s obligations under this Agreement,
\neither in whole or in part, without the prior written consent of Company. Any
\nattempt by Provider to assign or delegate this Agreement, in whole or in part,
\nwithout Company’s prior written consent, shall be deemed a default hereunder and
\nsuch assignment or delegation shall be voidable at the option of Company.
\nCompany may assign this Agreement at any time without the prior consent of
\nProvider. Notwithstanding the foregoing, any assignment of Provider’s
\nobligations hereunder by operation of law, or pursuant to any plan of merger or
\nconsolidation, shall be deemed an assignment for which prior written consent of
\nCompany is not required; provided, however, that in any such event<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

56<\/p>\n

\n

\n

Provider shall provide prompt prior written notice of such event and Company
\nmay terminate this Agreement pursuant to Section 17.7<\/u>. This Agreement
\nshall be binding on the Parties and their respective successors and permitted
\nassigns.<\/p>\n<\/p>\n

32.3 Notices<\/u>. Any notice required or permitted hereunder shall be in
\nwriting and shall be deemed given as of the date it is (i) delivered by hand; or
\n(ii) received by registered or certified mail, postage prepaid, return receipt
\nrequested; or (iii) confirmed as received if by facsimile; or (iv) received by
\nnationally recognized, overnight courier, and addressed to the party to receive
\nsuch notice at the address set forth below, or such other address as is
\nsubsequently specified in writing:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

If to Company:<\/p>\n<\/td>\n

<\/td>\n\n

If to Provider:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vice President, Global Strategic Sourcing<\/p>\n<\/td>\n

<\/td>\n\n

CEO, Corporate Solutions<\/p>\n<\/td>\n<\/tr>\n

\n

Amgen Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Jones Lang LaSalle Americas, Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

Mailstop: 91-2-C<\/p>\n<\/td>\n

<\/td>\n\n

200 East Randolph Drive<\/p>\n<\/td>\n<\/tr>\n

\n

One Amgen Center Drive<\/p>\n<\/td>\n

<\/td>\n\n

Chicago, IL 60601<\/p>\n<\/td>\n<\/tr>\n

\n

Thousand Oaks, CA 91320-1799<\/p>\n<\/td>\n

<\/td>\n\n

Fax Number: [*<\/em><\/strong>]<\/p>\n<\/td>\n<\/tr>\n

\n

Fax Number: [*<\/em><\/strong>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

With a copy to:<\/p>\n<\/td>\n

<\/td>\n\n

With a copy to:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

General Counsel<\/p>\n<\/td>\n

<\/td>\n\n

Chief Commercial Counsel, Americas<\/p>\n<\/td>\n<\/tr>\n

\n

Attn: Operations Group<\/p>\n<\/td>\n

<\/td>\n\n

Jones Lang LaSalle Americas, Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

Amgen Inc.<\/p>\n<\/td>\n

<\/td>\n\n

200 East Randolph Drive<\/p>\n<\/td>\n<\/tr>\n

\n

Mailstop: 28-1-A<\/p>\n<\/td>\n

<\/td>\n\n

Chicago, IL 60601<\/p>\n<\/td>\n<\/tr>\n

\n

One Amgen Center Drive<\/p>\n<\/td>\n

<\/td>\n\n

Fax Number: [*]<\/p>\n<\/td>\n<\/tr>\n

\n

Thousand Oaks, CA 91320-1799<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Fax Number: [*<\/em><\/strong>]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

With a copy of any notices of an indemnity claim that triggers a Notice of
\nElection under Section 29.4<\/u>:<\/p>\n<\/td>\n

<\/td>\n\n

With a copy of any notices of an indemnity claim that triggers a Notice of
\nElection under Section 29.4<\/u>:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Director, Corporate Insurance<\/p>\n<\/td>\n

<\/td>\n\n

Jones Lang LaSalle<\/p>\n<\/td>\n<\/tr>\n

\n

Amgen Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Attn: Risk Management Department<\/p>\n<\/td>\n<\/tr>\n

\n

One Amgen Center Drive<\/p>\n<\/td>\n

<\/td>\n\n

Jones Lang LaSalle Americas, Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

Mail Stop 24-2-A<\/p>\n<\/td>\n

<\/td>\n\n

200 East Randolph Drive<\/p>\n<\/td>\n<\/tr>\n

\n

Thousand Oaks, CA 91320-1799<\/p>\n<\/td>\n

<\/td>\n\n

Chicago, IL 60601<\/p>\n<\/td>\n<\/tr>\n

\n

Fax Number: [*]<\/p>\n<\/td>\n

<\/td>\n\n

Fax Number: [*]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

32.4 Governing Law<\/u>. This Agreement shall be governed by the laws of
\nthe State of California, excluding conflict of law rules.<\/p>\n<\/p>\n

32.5 Venue and Jurisdiction<\/u>. With respect to any dispute arising out
\nof or related to this Agreement or the transactions contemplated hereby, the
\nParties hereby irrevocably and unconditionally submit to the exclusive
\njurisdiction and venue (and waive any claim of forum non conveniens) of (i) the
\nstate or federal courts sitting in Ventura County, California; or (ii) if such
\ncourt does not have jurisdiction, the United States District Court for the
\nCentral District of California.<\/p>\n<\/p>\n

32.6 Independent Contractor<\/u>. Provider shall be acting as an
\nindependent contractor in performing the Services and shall not be considered or
\ndeemed to be an agent, employee, joint venturer or partner of Company. Provider
\nshall have no authority to contract for or to bind Company in any manner and
\nshall not represent itself as an agent of Company or as otherwise authorized to
\nact for or on behalf of Company.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

57<\/p>\n

\n

\n

32.7 Publicity<\/u>. Except for the purposes of performance hereunder,
\nneither Party shall use or allow its Personnel to use the other Party’s name,
\nthe names of the other Party’s Affiliates, or any derivatives thereof without
\nthe other Party’s prior written consent, which may be withheld at the other
\nParty’s sole discretion. This prohibition of use shall include without
\nlimitation use in any publicity or advertising, including without limitation
\nmedia releases, public announcements, or public disclosures. A Party violating
\nthis Section 32.7<\/u> shall immediately provide notice to the other Party in
\nthe event it becomes aware of any violation of this prohibition and, at the
\nviolating Party’s sole expense, take such steps necessary to cease and cure such
\nviolation to the non-violating Party’s satisfaction.<\/p>\n<\/p>\n

32.8 Cumulative Remedies<\/u>. Except as expressly provided herein, no
\nremedy made available to either Party hereunder is intended to be exclusive of
\nany other remedy provided hereunder or available at law or in equity.<\/p>\n<\/p>\n

32.9 Amendment<\/u>. This Agreement may not be amended or modified except
\nby an instrument in writing signed by authorized representatives of Company and
\nProvider. Unless otherwise specified by Company, to be effective, a
\nrepresentative of Company’s Global Strategic Sourcing Department must authorize
\nin writing any amendment or modification to this Agreement including without
\nlimitation amendments or modifications to Service Levels and the scope of
\nServices.<\/p>\n<\/p>\n

32.10 No Waiver<\/u>. The failure of either Party to enforce at any time
\nfor any period the provisions of or any rights deriving from this Agreement
\nshall not be construed to be a waiver of such provisions or rights or the right
\nof such Party thereafter to enforce such provisions.<\/p>\n<\/p>\n

32.11 Severability<\/u>. If any term or other provision of this Agreement
\nis invalid, illegal or incapable of being enforced by any law or public policy,
\nall other terms and provisions of this Agreement shall nevertheless remain in
\nfull force and effect so long as the economic or legal substance of the
\ntransactions contemplated hereby is not affected in any manner materially
\nadverse to any Party.<\/p>\n<\/p>\n

32.12 Headings<\/u>. The descriptive headings contained in this Agreement
\nare for convenience of reference only and shall not affect in any way the
\nmeaning or interpretation of the Agreement.<\/p>\n<\/p>\n

32.13 Counterparts<\/u>. This Agreement may be executed in one or more
\ncounterparts, and by the respective Parties in separate counterparts, each of
\nwhich when executed shall be deemed to be an original but all of which taken
\ntogether shall constitute one and the same Agreement.<\/p>\n<\/p>\n

32.14 Entire Agreement<\/u>. This Agreement and the Orders constitute the
\nentire agreement between the Parties with respect to the subject matter hereof,
\nand no oral or written statement that is not expressly set forth in this
\nAgreement or the Orders may be used to interpret or vary the meaning of the
\nterms and conditions hereof. This Agreement, including the Exhibits attached
\nhereto and any Orders, supersede any prior or contemporaneous agreements and
\nunderstandings, whether written or oral, between the Parties with respect to the
\nsubject matter hereof.<\/p>\n<\/p>\n

32.15 Third Party Beneficiaries<\/u>. Except as expressly provided herein,
\nnothing in this Agreement, either express or implied, is intended to or shall
\nconfer upon any third party any legal or equitable right, benefit or remedy of
\nany nature whatsoever under or by reason of this Agreement.<\/p>\n<\/p>\n

33. DEFINITIONS<\/strong><\/p>\n<\/p>\n

33.1 Certain Defined Terms<\/u>. The following defined terms as used in the
\nAgreement, including its exhibits and appendices, shall have the meanings set
\nforth below.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

58<\/p>\n

\n

\n

Affected Contractors<\/u>. “Affected Contractors<\/strong>” means
\nthose individuals or entities who are subject to Company Contractor Agreements
\nand who are identified as “affected contractors” in Schedule 8 (Affected
\nPersonnel) of Exhibit A<\/u> (Description of Services) or an applicable Order.\n<\/p>\n<\/p>\n

Affected Employees<\/u>. “Affected Employees<\/strong>” means those
\nCompany employees identified as “affected employees” in Schedule 8 (Affected
\nPersonnel) of Exhibit A<\/u> (Description of Services) or an applicable Order.\n<\/p>\n<\/p>\n

Affected Personnel<\/u>. “Affected Personnel<\/strong>” means,
\ncollectively, Affected Contractors and Affected Employees.<\/p>\n<\/p>\n

Affiliate<\/u>. “Affiliate<\/strong>” means any entity controlling,
\ncontrolled by or under common control with a Party, but only for so long as such
\ncontrol continues, where “control” means: (i) the ownership of at least fifty
\npercent (50%) of the equity or beneficial interest of such entity, or the right
\nto vote for or appoint a majority of the board of directors or other governing
\nbody of such entity; or (ii) the power to directly or indirectly direct or cause
\nthe direction of the management and policies of such entity by any means
\nwhatsoever.<\/p>\n<\/p>\n

Agreed Service Location<\/u>. “Agreed Service Location<\/strong>”
\nmeans any premises and facilities approved by Company and specified in
\nExhibit A<\/u> (Description of Services) or an applicable Order as a location
\nfrom which or for which the Services will be performed.<\/p>\n<\/p>\n

Agreement<\/u>. “Agreement<\/strong>” means this Integrated
\nFacilities Management Services Agreement and all appendices, exhibits, schedules
\nand other attachments thereto, and all amendments of any of the foregoing.<\/p>\n<\/p>\n

Applicable Law<\/u>. “Applicable Law<\/strong>” means any country,
\ninternational, federal, state, provincial, commonwealth, cantonal or local
\ngovernment law, statute, rule, requirement, code, regulation, permit, ordinance,
\nauthorization or similar such governmental requirement and interpretation and
\nguidance documents of the same by a Governmental Authority as applicable to
\nProvider, Company, the Services, or this Agreement.<\/p>\n<\/p>\n

ARD Countries<\/u>. “ARD Countries<\/strong>” means those
\njurisdictions that have implemented ARD Laws and in which Company or one of its
\nAffiliates employs Affected Employees.<\/p>\n<\/p>\n

ARD Laws<\/u>. “ARD Laws<\/strong>” means (1) the European Community
\nCouncil Directive (77\/187\/EEC) of February 14, 1977 as consolidated by Council
\nDirective 2001\/23\/EC of March 12, 2001, in each case as amended from time to
\ntime, and legislation and Laws implementing such directives in any country in
\nwhich an Agreed Service Location or a location from which Provider performs
\nServices is located or where Transitioned Employees are employed; and (2)
\nequivalent legislation and Laws dealing with the same subject matter as such
\ndirectives.<\/p>\n<\/p>\n

Assigned Contracts<\/u>. “Assigned Contracts<\/strong>” means any
\nthird party agreements that are assigned, in whole or in part, to Provider from
\nCompany or its Affiliates, such agreements to be identified as “Assigned
\nContracts” in Schedule 10 (Assigned and Managed Contracts\/Company Contractor
\nAgreements) of Exhibit A<\/u> (Description of Services) or an applicable
\nOrder.<\/p>\n<\/p>\n

BC Policies<\/u>. “BC Policies<\/strong>” means the business
\ncontinuity and disaster recovery policies, standards and guidelines set forth in
\nExhibit P<\/u> (Business Continuity Policies), as modified by Company from
\ntime-to-time.<\/p>\n<\/p>\n

Benchmarker<\/u>. “Benchmarker<\/strong>” means an independent and
\nindustry-recognized organization appointed by Company that is acknowledged by
\nthe Parties (each Party acting reasonably) to have directly relevant
\nbenchmarking expertise, methodology and data sources.<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

59<\/p>\n

\n

\n

Best Practice<\/u>. “Best Practice<\/strong>” means the relevant
\nbest industry standards and practices for the performance of Comparable
\nServices.<\/p>\n<\/p>\n

cGMP<\/u>. “cGMP<\/strong>” means (i) the applicable regulatory
\nrequirements, as amended from time to time, for current good manufacturing
\npractices, including without limitation those promulgated by the Food and Drug
\nAdministration under the United States Federal Food, Drug and Cosmetic Act, 21
\nC.F.R. \u00a7 210 et seq. <\/em>or under the Public Health Service Act, Biological
\nProducts, 21 C.F.R. \u00a7 \u00a7 600-610, the European Medicines Agency or Health Canada
\nunder the Food and Drugs Act (Canada), R.S. 1985, CF-27 and its associated
\nregulations; (ii) any applicable guidance documents published by a Governmental
\nAuthority; and (iii) current industry practice consistent and in accordance
\ntherewith.<\/p>\n<\/p>\n

Change Control Process<\/u>. “Change Control Process<\/strong>”
\nmeans the process for making Changes to Services set forth in Article 5<\/u>.\n<\/p>\n<\/p>\n

Company Data<\/u>. “Company Data<\/strong>” means all Company data
\nstored, processed, accessed, or accessible by Provider, including data that
\nProvider has derived from such information, in connection with the Services.\n<\/p>\n<\/p>\n

Company Facilities<\/u>. “Company Facilities<\/strong>” means
\nphysical premises owned or controlled by Company at which Services are being
\nperformed by Provider.<\/p>\n<\/p>\n

Company Policies<\/u>. “Company Policies<\/strong>” means any of
\nCompany’s compliance, safety, security and other rules, programs, regulations,
\npolicies and procedures (including Standard Operating Procedures) applicable to
\nProvider or this Agreement, including, but not limited to, the BC Policies and
\nthe rules, programs, regulations and policies set forth in Exhibit I (Company
\nStandard Operating Procedures) and Exhibit J<\/u> (Company Standard Policies),
\nas modified from time-to-time in accordance with Section 4.6.<\/p>\n<\/p>\n

Comparable Services<\/u>. “Comparable Services<\/strong>” means
\nservices that are supplied by third parties, and that are similar to the
\nrelevant Services (or the relevant category of such Services), having regard to
\nfactors such as the nature and size of Provider, Company, the relevant
\ngeographies, the Service Levels and volumes, the quality, nature and type of the
\nrelevant Services and the standard to which such Services are subject, any
\nparticular or unique circumstances in which such Services are received\/supplied
\nand any other relevant factors.<\/p>\n<\/p>\n

Competitor<\/u>. “Competitor<\/strong>” means any company or entity
\nthat, either independently or through its Affiliates, competes (or intends to
\ncompete) in a material manner with Company and includes without limitation the
\nfollowing: [*<\/sup><\/em><\/strong>]<\/p>\n<\/p>\n

Confidential Information<\/u>. “Confidential Information<\/strong>”
\nof a Party means all information, unless specifically identified by such Party
\nas non-confidential, regardless of how communicated or stored, concerning the
\noperations, affairs, products and businesses of such Party, the financial
\naffairs of such Party, and the relations of such Party with its customers,
\nemployees and service providers, including without limitation, confidential or
\nproprietary information, trade secrets, data, drafts, documents, communications,
\nplans, know-how, formulas, improvements, designs, estimates, calculations, test
\nresults, specimens, schematics, drawings, tracings, studies, specifications,
\nsurveys, facilities, photographs, documentation, software, equipment, processes,
\nprograms, reports, orders, maps, models, agreements, ideas, methods,
\ndiscoveries, inventions, patents, concepts, research, development, business and
\nfinancial information, customer or client lists, account information,
\nprocedures, computer information and databases, business plans, budget
\nforecasts, business arrangements, financial information and estimates, personnel
\ndata, and long-term plans and goals. “Confidential
\nInformation<\/strong>” of Company shall include (i) all information relating to
\nthe Services and Orders, including the terms and conditions of this Agreement,
\n(ii) the specifications, designs, documents, correspondence, software,
\ndocumentation, data and other materials and Work Products produced by or for
\nProvider in the course of performing the Services other than Provider
\nIntellectual Property Rights, (iii) Deliverables and Company data, and (iv)
\nother Company information or data stored or otherwise or communicated, and
\nobtained, received, transmitted, processed, stored, archived, maintained or
\nderived by Provider under this Agreement or in connection with the<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

60<\/p>\n

\n

\n

Services. “Confidential Information<\/strong>” of Provider shall
\ninclude all information concerning the operations, affairs and businesses of
\nProvider, the financial affairs of Provider, and the relations of Provider with
\nits other customers, employees and suppliers (including customer lists, customer
\n(other than Company) information, account information, and consumer markets).\n<\/p>\n<\/p>\n

Deliverables<\/u>. “Deliverables<\/strong>” means any and all
\ntangible Work Product, reports, data, specifications, designs, documents,
\ncorrespondence, software, documentation, and other materials, Work Product and
\nother deliverables resulting from the Services.<\/p>\n<\/p>\n

Disaster<\/u>. “Disaster<\/strong>” means any incident, unplanned
\ndisruption or unplanned interruption whether relating to information processing
\nfacilities, inaccessibility of buildings, and unavailability of resources or
\notherwise (including a Force Majeure Event) that impairs the ability of Provider
\nto perform any of the Services.<\/p>\n<\/p>\n

Equipment<\/u>. “Equipment<\/strong>” means computer,
\ntelecommunications, mechanical, electrical and other equipment (without regard
\nto the entity owning or leasing such equipment) used by Provider to provide the
\nServices.<\/p>\n<\/p>\n

Event of Deteriorating Provider Condition<\/u>. “Event of
\nDeteriorating Provider Condition<\/strong>” means any of the following events:
\n(i) Provider ceases to do business as a going concern, makes an assignment for
\nthe benefit of creditors, is unable to pay its debts as they become due, is
\ninsolvent or the subject of receivership, or any substantial part of Provider’s
\nproperty is or becomes subject to any levy, seizure, assignment or sale for or
\nby any creditor or governmental agency without being released or satisfied
\nwithin ten (10) days thereafter; (ii) Provider’s auditors issue an opinion
\nexpressing doubt as to whether Provider can maintain itself as a “going
\nconcern,” or Provider’s credit is materially downgraded by a nationally
\nrecognized credit agency; (iii) any judgment or tax lien is filed or issued
\nagainst Provider that materially impacts Provider’s ability to provide the
\nServices to Company; (iv) bankruptcy proceedings, whether voluntary or
\ninvoluntary, are commenced by or against Provider; (v) Provider sells all or
\nsubstantially all of its assets, or a material portion of its assets related to
\nthe Services; and (vi) there is a material adverse change in the Provider’s
\nbusiness, financial condition or prospects that is reasonably likely to result
\nin a delay in the performance of Provider’s obligations hereunder, or a
\nreduction in the quality of such performance.<\/p>\n<\/p>\n

Excused Company-Related Delay<\/u>. “Excused Company-Related Delay” means a
\ncritical path delay in the performance of the Services that Provider
\ndemonstrates to Company’s reasonable satisfaction is directly attributable to:
\n(A) a breach of this Agreement by Company; or (B) acts or omissions of Company
\nor a Third Party Supplier, provided that (i) Provider is without fault or
\nnegligence in causing such delay; (ii) such delay could not have been prevented
\nby reasonable precautions taken by Provider, including without limitation the
\nuse of alternate sources or workaround plans; (iii) Provider uses commercially
\nreasonable efforts to mitigate the impacts of the delay; and (iv) Provider
\nimmediately notifies Company by the most expedient method possible (to be
\nconfirmed in writing) and describes at a reasonable level of detail the
\ncircumstances causing the delay.<\/p>\n<\/p>\n

Governmental Authority.<\/u> “Governmental Authority<\/strong>”
\nmeans any and all governmental or regulatory authorities having jurisdiction
\nover this Agreement and\/or any Services or Orders associated therewith,
\nincluding the FDA or any counterpart of the FDA outside of the United States.\n<\/p>\n<\/p>\n

Intellectual Property<\/u>. “Intellectual Property<\/strong>” means:
\n(i) patents, patent applications and statutory invention registrations; (ii)
\ntrademarks, service marks, domain names, trade dress, logos, and other source
\nidentifiers, including registrations and applications for registration thereof;
\n(iii) copyrights, including registrations and applications for registration
\nthereof; (iv) trade secrets; (v) moral rights; and (vi) any other industrial or
\nproprietary rights similar to the foregoing.<\/p>\n<\/p>\n

Major Subcontracts<\/u>. “Major Subcontracts<\/strong>” means (i)
\nall Subcontracts with compensation exceeding [*<\/em><\/strong>]; (ii)
\nthose Subcontracts that include the performance of any of the following
\nServices: (a) installation or maintenance of high voltage electrical systems;
\nfire and life safety systems; critical process control systems including without
\nlimitation building automation systems and critical equipment monitoring<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

61<\/p>\n

\n

\n

systems; utility systems; bulk and specialty gas storage, monitoring, and
\ndelivery systems; high purity systems; energy management of \/ventilation\/air
\nconditioning systems and refrigeration; (b) security guard services; (c)
\nmaintenance planning and administration; (d) capital projects; (f) engineering;
\n(g) laundry; (h) pest control; (i) utilities; (j) specialty maintenance
\nresearch; or (k) instrument calibration; and (iii) any other Subcontracts or
\ntypes of Subcontracts that Company may in the future designate as “Major
\nSubcontracts.”<\/p>\n<\/p>\n

Major Supply Contracts<\/u>. “Major Supply Contracts<\/strong>”
\nmeans (i) all Supply Contracts with compensation exceeding [*]; (ii) Supply
\nContracts materially related to the Major Subcontracts and (iii) any other
\nSupply Contracts or types of Supply Contracts that Company may in the future
\ndesignate as “Major Supply Contracts.”<\/p>\n<\/p>\n

Managed Contracts<\/u>. “Managed Contracts” <\/strong>means any
\nthird party agreements to which Company or an Affiliate of Company is a party
\nand for which Provider assumes management responsibility in connection with the
\nServices, including any agreements identified as “Managed Contracts” in
\nExhibit A<\/u> (Description of Services) or an applicable Order.
\n“Managed Contracts<\/strong>” shall not include the Assigned Contracts.\n<\/p>\n<\/p>\n

Material Change<\/u>. “Material Change<\/strong>” means any Change
\nRequest or series of Change Requests that involves a change in the scope of
\nServices in excess of US$200,000.00 in any calendar year.<\/p>\n<\/p>\n

Order Effective Date<\/u>. “Order Effective Date<\/strong>” means
\nthe date set forth in an Order for commencement of Services under such Order.\n<\/p>\n<\/p>\n

Personnel<\/u>. “Personnel<\/strong>” of a Party means such Party’s
\ndirectors, officers, employees, Subcontractors, Third Party Suppliers,
\nconsultants, representatives and agents, excluding the other Party, who
\ncontribute or who are dedicated to the performance of such Party’s obligations
\nunder this Agreement.<\/p>\n<\/p>\n

Provider Competitor<\/u>. “Provider Competitor<\/strong>” means any
\nof the following entities and their respective Affiliates [*]<\/p>\n<\/p>\n

Provider Intellectual Property Rights<\/u>. “Provider Intellectual
\nProperty Rights<\/strong>” means any and all software and other Intellectual
\nProperty rights either (i) owned by or licensed to Provider and incorporated in
\nor required to operate or utilize any Work Product which intellectual property
\nis pre-existing on the Effective Date or the Order Effective Date governing the
\ndevelopment of such Work Product or (ii) developed by Provider after the
\nEffective Date or the Order Effective Date provided that the development of such
\nProvider Intellectual Property Rights was not part of the Work Product performed
\npursuant to any Services to be performed under this Agreement or any Order
\nissued pursuant to this Agreement.<\/p>\n<\/p>\n

Reimbursable Costs<\/u>. “Reimbursable Costs<\/strong>” means those
\nactual and necessary costs (excluding Non-Reimbursable Costs), all without any
\nmark-up that (i) Company agrees to pay Provider in accordance with the terms of
\nthis Agreement, and (ii) Provider reasonably and properly incurs in performing
\nits obligations hereunder.<\/p>\n<\/p>\n

SAS 70 Gap Period<\/u>. “SAS 70 Gap Period<\/strong>” means the
\nperiod of time between the issuance of a SAS 70 Type II Report by the service
\nauditor and the date of the assessment by Company of the adequacy of Company’s
\ncontrols pursuant to the Compliance Objectives.<\/p>\n<\/p>\n

SAS 70 Type II Report<\/u>. “SAS 70 Type II Report<\/strong>” means
\na written opinion of a service auditor, issued in accordance with and subject to
\nthe requirements of SAS 70, covering the Services, and addressing (i) whether
\nProvider’s description of its controls presents fairly, in all material
\nrespects, the relevant aspects of Provider’s controls that had been placed in
\noperation as of a specified date, (ii) whether such controls were suitably
\ndesigned to achieve the Control Objectives, and (iii) whether the controls that
\nwere tested were operating with sufficient effectiveness to provide reasonable,
\nbut not absolute, assurance that the Control Objectives were achieved during the
\nperiod specified; together with the service auditor’s<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

62<\/p>\n

\n

\n

(a) description of the Control Objectives, (b) report on the operating
\neffectiveness of the controls, and (c) description of the tests of the operating
\neffectiveness of the controls that may be relevant to specified assertions in
\nCompany’s financial statements, and the results of those tests. The SAS 70 Type
\nII Report will contain any additional information that may be required under SAS
\n70 and will contain a paragraph stating that the SAS 70 Type II Report is
\nintended to be used by customers of Provider and such customers’ independent
\nauditors.<\/p>\n<\/p>\n

Service Categories<\/u>. “Services Categories” <\/strong>shall mean
\nthose specific kinds or types of Services to be performed by Provider or by its
\nSubcontractors. The initial Services Categories are identified in Exhibit
\nA<\/u> (Description of Services). The parties may add Services Categories by
\nmutual written agreement.<\/p>\n<\/p>\n

Service Disruption<\/u>. “Service Disruption<\/strong>” means the
\noccurrence of (i) a disruption of any of the Services caused by a Force Majeure
\nEvent, or (ii) any other material disruption of the Services.<\/p>\n<\/p>\n

Service Levels<\/u>. “Service Levels<\/strong>” for a Service means
\nthe service metrics and key performance indicators for such Service set forth in
\nExhibit C<\/u> (Key Performance Indicators\/Service Level Agreements) or the
\nOrder governing the performance of such Service, including the SLA Targets and
\nKPI Targets.<\/p>\n<\/p>\n

Standard of Care<\/u>. “Standard of Care<\/strong>” means (i)
\nmeeting the professional standards of diligence, care, timeliness, trust,
\ndependability, safety, efficiency, economy and skill exercised by members of
\nProvider’s profession in the United States with expertise in providing
\ncomparable first class services substantially similar in size, scope, cost and
\ncomplexity to those to be provided hereunder, (ii) exercising such professional
\nstandards by appropriate action or inaction during the Term and any Termination
\nAssistance Period, and (iii) complying with all Applicable Laws.<\/p>\n<\/p>\n

Stranded Costs<\/u>. “Stranded Costs<\/strong>” means
\n[*<\/em><\/strong>].<\/p>\n<\/p>\n

Supplier<\/u>. “Supplier<\/strong>” means a third party who has
\nentered into a Supply Contract.<\/p>\n<\/p>\n

Supply Contracts<\/u>. “Supply Contracts<\/strong>” means third
\nparty trade and supply agreements that are required in the prudent conduct of
\nthe reasonable and ordinary performance of the applicable Services.<\/p>\n<\/p>\n

Third Party Intellectual Property<\/u>. “Third Party Intellectual
\nProperty<\/strong>” means Intellectual Property licensed by Provider from third
\nparties and used to provide the Services or incorporated in any Work Product.\n<\/p>\n<\/p>\n

Transitioned Contractors<\/u>. “Transitioned Contractors<\/strong>”
\nmeans Affected Contractors whose contractor agreements are either terminated or
\nassigned pursuant to Section 12.23(ii)<\/u>.<\/p>\n<\/p>\n

Transitioned Employees<\/u>. “Transitioned Employees<\/strong>”
\nmeans Affected Employees who either accept an offer of employment with Provider
\nor whose employment is transitioned to Provider pursuant to relevant ARD Laws
\n(or the equivalent in countries outside of the EU) and become employed by
\nProvider effective as of the start of business on the Effective Date or such
\nother date as to which the Parties mutually agree.<\/p>\n<\/p>\n

Transitioned Personnel<\/u>. “Transitioned Personnel<\/strong>”
\nmeans, collectively, Transitioned Employees and Transitioned Contractors.<\/p>\n<\/p>\n

Work Product<\/u>. “Work Product<\/strong>” means any and all work
\nproduct, Deliverables, reports, data, developments, inventions, ideas and
\ndiscoveries, technology, including patentable and unpatentable inventions, test
\nresults, testing methods, materials, and Intellectual Property developed,
\ndiscovered, improved, authored, derived, invented or acquired by, for, or on
\nbehalf of Company in connection with or while performing Services, including
\nimprovements, variations, modifications, or derivative works to Intellectual
\nProperty. Innovations, practices, procedures, inventions, ideas, discoveries and
\ntechnology developed by Provider only in connection with the Services or for
\nCompany’s account shall be exclusive Work Product of Company. Innovations,
\npractices, procedures, inventions, ideas, discoveries and<\/p>\n<\/p>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

63<\/p>\n

\n

\n

technology developed by Provider generally in connection with the Services
\nand services provided to other customers of Provider shall not be exclusive Work
\nProduct of Company. With respect to Provider Intellectual Property Rights, Work
\nProduct shall only include the licenses and rights provided for in this
\nAgreement, and Company shall not be conveyed full ownership of such Provider
\nIntellectual Property Rights.<\/p>\n<\/p>\n

33.2 Other Defined Terms<\/u>.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Account Executive”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Aggregate KPI Score”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Aggregate SLA Score”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Allocated MFAR Portion”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Annual Budgets”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Approved Equipment Lease Termination Fee”<\/p>\n<\/td>\n

<\/td>\n\n

Section 13.3<\/p>\n<\/td>\n<\/tr>\n

\n

“Approved Subcontract Termination Fee”<\/p>\n<\/td>\n

<\/td>\n\n

Section 13.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Approved Supply Contract Termination Fee”<\/p>\n<\/td>\n

<\/td>\n\n

Section 13.3<\/p>\n<\/td>\n<\/tr>\n

\n

“ARD Affected Employees”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.23(iv)<\/p>\n<\/td>\n<\/tr>\n

\n

“Base Management Fee”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“BC Plan”<\/p>\n<\/td>\n

<\/td>\n\n

Section 8.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Benchmark Category”<\/p>\n<\/td>\n

<\/td>\n\n

Section 10.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Burden Rates”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“C.F.R.”<\/p>\n<\/td>\n

<\/td>\n\n

Section 25.4<\/p>\n<\/td>\n<\/tr>\n

\n

“Change”<\/p>\n<\/td>\n

<\/td>\n\n

Section 5.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Change Request”<\/p>\n<\/td>\n

<\/td>\n\n

Section 5.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Chemical Release”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit L<\/p>\n<\/td>\n<\/tr>\n

\n

“CIS”<\/p>\n<\/td>\n

<\/td>\n\n

Section 24.6<\/p>\n<\/td>\n<\/tr>\n

\n

“CMMS”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“Code”<\/p>\n<\/td>\n

<\/td>\n\n

Section 11.9<\/p>\n<\/td>\n<\/tr>\n

\n

“Company”<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

“Company Assets”<\/p>\n<\/td>\n

<\/td>\n\n

Section 24.16<\/p>\n<\/td>\n<\/tr>\n

\n

“Company Contractor Agreements”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.23(ii)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

64<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Company Emergency Change”<\/p>\n<\/td>\n

<\/td>\n\n

Section 5.10<\/p>\n<\/td>\n<\/tr>\n

\n

“Company Indemnified Parties”<\/p>\n<\/td>\n

<\/td>\n\n

Section 29.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Company Provided Equipment”<\/p>\n<\/td>\n

<\/td>\n\n

Section 31.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Company Substance Condition”<\/p>\n<\/td>\n

<\/td>\n\n

Section 23.3 (iii)<\/p>\n<\/td>\n<\/tr>\n

\n

“Control Objectives”<\/p>\n<\/td>\n

<\/td>\n\n

Section 15.9<\/p>\n<\/td>\n<\/tr>\n

\n

“Controllable Costs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Cost Baseline”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

[*]<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

[*<\/em><\/strong>]<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Critical Affected Personnel”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.23(iii)<\/p>\n<\/td>\n<\/tr>\n

\n

“Direct Provider Labor”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Direct Provider Labor Allocation”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Disqualifying Event”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Due Diligence Information”<\/p>\n<\/td>\n

<\/td>\n\n

Section 26.2(xv)<\/p>\n<\/td>\n<\/tr>\n

\n

“Effective Date”<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

“Emergency”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Emergency Change”<\/p>\n<\/td>\n

<\/td>\n\n

Section 5.10<\/p>\n<\/td>\n<\/tr>\n

\n

“FDA”<\/p>\n<\/td>\n

<\/td>\n\n

Section 25.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Fiscal Quarter”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Fiscal Year”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Fiscal Year Prior to the Measurement Year”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“For Cause”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.12<\/p>\n<\/td>\n<\/tr>\n

\n

“Force Majeure Event”<\/p>\n<\/td>\n

<\/td>\n\n

Section 28.2<\/p>\n<\/td>\n<\/tr>\n

\n

“GAAP”<\/p>\n<\/td>\n

<\/td>\n\n

Section 15.2<\/p>\n<\/td>\n<\/tr>\n

\n

“HIPAA”<\/p>\n<\/td>\n

<\/td>\n\n

Section 25.7<\/p>\n<\/td>\n<\/tr>\n

\n

“Incentive Compensation”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

Note: Redacted portions have been marked with [*]. The redacted portions are
\nsubject to a request for confidential treatment that has been submitted to the
\nSecurities and Exchange Commission.<\/p>\n<\/p>\n

65<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Incidental Expenses”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Initial Term”<\/p>\n<\/td>\n

<\/td>\n\n

Section 17.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Key Performance Indicators” or “KPIs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Key Provider Personnel”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.11<\/p>\n<\/td>\n<\/tr>\n

\n

“Key Transferred Employee”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.23(iii)<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Default”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Failure”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Multiplier”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Out-Performance Bonus”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Score”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Scorecard”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Table”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“KPI Target”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Labor Disputes”<\/p>\n<\/td>\n

<\/td>\n\n

Section 13.14<\/p>\n<\/td>\n<\/tr>\n

\n

“Losses”<\/p>\n<\/td>\n

<\/td>\n\n

Section 29.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Managed Costs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Managed Facility”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Management Fee”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Management Fee at Risk”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Management Fee at Risk Earned”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Measurement Period”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Measurement Year”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“MFAR Amount at Risk”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“MFAR Amount Earned”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Minimum Savings”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“MSDS”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit L<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

66<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“New Services”<\/p>\n<\/td>\n

<\/td>\n\n

Section 2.3<\/p>\n<\/td>\n<\/tr>\n

\n

“Non-Controllable Costs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Non-Reimbursable Costs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Notice of Election”<\/p>\n<\/td>\n

<\/td>\n\n

Section 29.4(i)<\/p>\n<\/td>\n<\/tr>\n

\n

“Operating Costs and Expenses”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Operational Responsibility Matrix”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“Operations”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“Order”<\/p>\n<\/td>\n

<\/td>\n\n

Section 2.3<\/p>\n<\/td>\n<\/tr>\n

\n

“Order Effective Date”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit K<\/p>\n<\/td>\n<\/tr>\n

\n

“Outcomes”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“Party” or “Parties”<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

“Plan”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“PM”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit L<\/p>\n<\/td>\n<\/tr>\n

\n

“Policies and Procedures Guide”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.4<\/p>\n<\/td>\n<\/tr>\n

\n

“Potential Management Fee”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Potential Management Fee Rate”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Program Manager”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.2<\/p>\n<\/td>\n<\/tr>\n

\n

“Project Staff”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.16<\/p>\n<\/td>\n<\/tr>\n

\n

“Proposition 65”<\/p>\n<\/td>\n

<\/td>\n\n

Section 23.3 (ii)<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider”<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Emergency Change”<\/p>\n<\/td>\n

<\/td>\n\n

Section 5.10<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Equipment”<\/p>\n<\/td>\n

<\/td>\n\n

Section 31.2<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Indemnified Parties”<\/p>\n<\/td>\n

<\/td>\n\n

Section 29.2<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Provided Items”<\/p>\n<\/td>\n

<\/td>\n\n

Section 29.1(vi)<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Required Consents”<\/p>\n<\/td>\n

<\/td>\n\n

Section 14.5<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Senior Management”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

67<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Provider’s Shared Savings”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider Substance Release”<\/p>\n<\/td>\n

<\/td>\n\n

Section 23.3(iv)<\/p>\n<\/td>\n<\/tr>\n

\n

“Provider T&M Project Labor”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Remediation Standard”<\/p>\n<\/td>\n

<\/td>\n\n

Section 23.3(iv)<\/p>\n<\/td>\n<\/tr>\n

\n

“Renewal Term”<\/p>\n<\/td>\n

<\/td>\n\n

Section 17.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Resolution Period”<\/p>\n<\/td>\n

<\/td>\n\n

Section 30.2<\/p>\n<\/td>\n<\/tr>\n

\n

“Savings”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Savings Initiative”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Savings Performance Manager”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Schedule”<\/p>\n<\/td>\n

<\/td>\n\n

Section 16.2<\/p>\n<\/td>\n<\/tr>\n

\n

“Services”<\/p>\n<\/td>\n

<\/td>\n\n

Section 2.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Services Costs”<\/p>\n<\/td>\n

<\/td>\n\n

Section 19.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Service Level Agreements” or “SLAs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Shared Savings”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Shared Savings Multiplier”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Shared Savings Threshold”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Small Project Services”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“SLA Failure”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“SLA Scorecard”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“SLA Target”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit C<\/p>\n<\/td>\n<\/tr>\n

\n

“Staffing Action Plan”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.14<\/p>\n<\/td>\n<\/tr>\n

\n

“Staffing Notice”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.14<\/p>\n<\/td>\n<\/tr>\n

\n

“Step-In”<\/p>\n<\/td>\n

<\/td>\n\n

Section 7.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Subcontract”<\/p>\n<\/td>\n

<\/td>\n\n

Section 13.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Subcontractor”<\/p>\n<\/td>\n

<\/td>\n\n

Section 13.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Taxes”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit Q<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

68<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Technology Solutions”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit A<\/p>\n<\/td>\n<\/tr>\n

\n

“Term”<\/p>\n<\/td>\n

<\/td>\n\n

Section 17.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Termination Assistance Period”<\/p>\n<\/td>\n

<\/td>\n\n

Section 18.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Termination Assistance Services”<\/p>\n<\/td>\n

<\/td>\n\n

Section 18.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Third Party Supplier” or “Third Party Suppliers”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.20<\/p>\n<\/td>\n<\/tr>\n

\n

“Three-Year Budget”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Toxic Substances”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit L<\/p>\n<\/td>\n<\/tr>\n

\n

“Transferred Employees”<\/p>\n<\/td>\n

<\/td>\n\n

Section 12.8<\/p>\n<\/td>\n<\/tr>\n

\n

“Transition”<\/p>\n<\/td>\n

<\/td>\n\n

Section 6.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Transition Costs”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Transition Deliverables”<\/p>\n<\/td>\n

<\/td>\n\n

Section 6.1(iii)<\/p>\n<\/td>\n<\/tr>\n

\n

“Transition Manager”<\/p>\n<\/td>\n

<\/td>\n\n

Section 6.5<\/p>\n<\/td>\n<\/tr>\n

\n

“Transition Milestone”<\/p>\n<\/td>\n

<\/td>\n\n

Section 6.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Transition Plan”<\/p>\n<\/td>\n

<\/td>\n\n

Section 6.1<\/p>\n<\/td>\n<\/tr>\n

\n

“Weighted Average Aggregate Annual KPI Score”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n

\n

“Weighted KPI Period”<\/p>\n<\/td>\n

<\/td>\n\n

Exhibit D<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IN WITNESS WHEREOF, this Agreement has been executed by the Parties.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AMGEN INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

JONES LANG LASALLE AMERICAS, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Fabrizio Bonanni<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Brian P. Hake<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Fabrizio Bonanni<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Brian P. Hake<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President, Operations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President\/ Chief
\nAdministrative Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Farryn Melton<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Farryn Melton<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President, Global Strategic Sourcing and Chief Procurement Officer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Confidential<\/strong><\/p>\n<\/p>\n

69<\/p>\n

\n

\n

Note: Redacted portions have been marked with [*]. The
\nredacted portions are subject to a request for
\nconfidential treatment that has been filed with the Securities and Exchange
\nCommission.<\/p>\n

\n

AMENDMENT NUMBER 1
\nTO THE INTEGRATED FACILITIES MANAGEMENT SERVICES AGREEMENT
\nBETWEEN JONES LANG LASALLE AMERICAS, INC. AND AMGEN INC.<\/strong><\/p>\n

\n

This Amendment Number 1 (“Amendment”<\/strong>) is entered into
\neffective as of March 31, 2010 by and between Jones Lang LaSalle Americas, Inc.
\n(“Provider”<\/strong>) and Amgen Inc. (“Company”<\/strong>).<\/p>\n<\/p>\n

RECITALS<\/u><\/strong><\/p>\n

\n

A. Company and Provider entered into that certain agreement titled Integrated
\nFacilities Management Services Agreement effective as of February 4, 2009 and
\nidentified by contract number CSV-09-51444 pursuant to which Provider is to be
\nperforming integrated facilities services with respect to facilities operations
\nand maintenance and general services (“Agreement”<\/strong>).<\/p>\n<\/p>\n

B. Company and Provider desire, and are willing, to amend the Agreement to
\nmodify certain exhibits and attachments as set forth herein.<\/p>\n<\/p>\n

NOW, THEREFORE, <\/strong>in consideration of the mutual promises,
\ncovenants, conditions and provisions contained or referenced herein, the parties
\nhave reviewed and accepted all referenced material and any appendices, exhibits
\nor other attachments hereto and agree to be bound by the terms and conditions
\nset forth in the Agreement as modified herein as follows:<\/p>\n<\/p>\n

1. DEFINITIONS<\/strong><\/p>\n<\/p>\n

1.1 Capitalized Terms<\/u>. All capitalized terms not defined herein shall
\nhave the meaning ascribed to them in the Agreement. In the event of a conflict
\nbetween the capitalized terms defined and set forth in this Amendment and the
\ndefined terms of the Agreement, the definitions set forth in this Amendment
\nshall control.<\/p>\n<\/p>\n

2. AMENDMENTS TO THE AGREEMENT<\/strong><\/p>\n<\/p>\n

2.1 Attachment A.4 (Operational Responsibility Matrix) of Exhibit A
\n(Description of Service)<\/u>. Attachment A.4 (Operational Responsibility Matrix)
\nof Exhibit A (Description of Service) is hereby amended and replaced in its
\nentirety with the Exhibit A, Attachment A.4 attached hereto.<\/p>\n<\/p>\n

2.2 Schedule 10 (Assigned and Managed Contracts; Company Contractor
\nAgreements) of Exhibit A (Description of Services)<\/u>. Schedule 10 (Assigned
\nand Managed Contracts; Company Contractor Agreements) of Exhibit A (Description
\nof Services) is hereby amended and replaced in its entirety with Exhibit A,
\nSchedule 10 attached hereto.<\/p>\n<\/p>\n

2.3 Exhibit B (Acknowledgement of Orientation Materials)<\/u>. Exhibit B
\n(Acknowledgement of Orientation Materials) is hereby amended and removed in its
\nentirety.<\/p>\n<\/p>\n

2.4 Attachment D.1 (Cost Baseline) of Exhibit D (Pricing)<\/u>. Attachment
\nD.1 (Cost Baseline) of Exhibit D (Pricing) is hereby amended to reflect that the
\nMeasurement Year 1 Cost Baseline as of May 1st<\/sup>, 2010 is $ [*] as
\nagreed upon by both parties.<\/p>\n<\/p>\n

1<\/p>\n

\n

\n

2.5 Exhibit E : Governance<\/u>. Exhibit E : Governance is hereby amended
\nand replaced in its entirety with Exhibit E attached hereto.<\/p>\n<\/p>\n

2.6 Attachment 2 (Decision Rights “RACI” Matrix) of Exhibit E
\n(Governance)<\/u>. Attachment 2 (Decision Rights “RACI” Matrix) of Exhibit E
\n(Governance) is hereby amended and replaced in its entirety with Exhibit E,
\nAttachment 2 attached hereto.<\/p>\n<\/p>\n

2.7 Attachment 2 (Provider Diversity Plan) of Exhibit J (Company Standard
\nPolicies)<\/u>. Attachment 2 (Provider Diversity Plan) of Exhibit J (Company
\nStandard Policies) is hereby amended by adding the following sub-Section (iii)
\nto Section 5: “Cooperate in supplier outreach events with Company, as may be
\nnecessary, to identify and learn the capabilities of small and diverse
\nsuppliers.”<\/p>\n<\/p>\n

2.8 Exhibit M : Contingent Worker Background Check Information<\/u>.
\nExhibit M : Contingent Worker Background Check Information. Exhibit M of the
\nAgreement is hereby amended and replaced in its entirety with Exhibit M attached
\nhereto.<\/p>\n<\/p>\n

2.9 Attachment 1 (Leadership Survey) of Exhibit N : Customer
\nSatisfaction<\/u>. Attachment 1 (Leadership Survey) of Exhibit N : Customer
\nSatisfaction is hereby amended and replaced in its entirety with Exhibit N,
\nAttachment 1 attached hereto.<\/p>\n<\/p>\n

2.10 Attachment 2 (End User Customer Satisfaction Survey) of Exhibit N :
\nCustomer Satisfaction<\/u>. Attachment 2 (End User Customer Satisfaction Survey)
\nof Exhibit N : Customer Satisfaction is hereby amended and replaced in its
\nentirety with Exhibit N, Attachment 2 attached hereto.<\/p>\n<\/p>\n

3. CONCLUSION<\/strong><\/p>\n<\/p>\n

Except as amended and supplemented hereby, all of the terms and conditions of
\nthe Agreement shall remain and continue in full force and effect and apply
\nhereto.<\/p>\n<\/p>\n

IN WITNESS THEREOF, the authorized representatives of the parties have
\nexecuted this Amendment to the Agreement as of the date first set forth above.\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Jones Lang LaSalle Americas, Inc.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Amgen Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tracy L. Popish<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Leah Fein<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Tracy L. Popish<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Leah Fein<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Manager GSS Ops.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

\n

Note: Redacted portions have been marked with [*]. The
\nredacted portions are subject to a request for
\nconfidential treatment that has been filed with the Securities and Exchange
\nCommission.<\/p>\n

\n

AMENDMENT NUMBER 2
\nTO THE INTEGRATED FACILITIES MANAGEMENT SERVICES AGREEMENT
\nBETWEEN JONES LANG LASALLE AMERICAS, INC. AND AMGEN INC.<\/strong><\/p>\n

\n

This Amendment Number 2 (“Amendment 2”<\/strong>) is entered into as
\nof May 12, 2010 by and between Jones Lang LaSalle Americas, Inc.
\n(“Provider”<\/strong>) and Amgen Inc. (“Company”<\/strong>).<\/p>\n<\/p>\n

RECITALS<\/u><\/strong><\/p>\n

\n

A. Company and Provider entered into that certain agreement titled Integrated
\nFacilities Management Services Agreement effective as of February 4, 2009 and
\nidentified by contract number CSV-09-51444 pursuant to which Provider is to be
\nperforming integrated facilities services with respect to facilities operations
\nand maintenance and general services as set forth therein (“Original
\nAgreement”<\/strong>).<\/p>\n<\/p>\n

B. Thereafter, Company and Provider amended the Original Agreement through
\nthat certain Amendment Number 1 entered into as of March 31, 2010 (the Agreement
\ntogether with this Amendment Number 1 shall be referred to hereinafter as the
\n“Agreement”<\/strong>).<\/p>\n<\/p>\n

C. Company and Provider desire, and are willing, to amend the Agreement to
\nextend the term and modify certain exhibits and attachments as set forth herein.\n<\/p>\n<\/p>\n

AGREEMENT<\/u><\/strong><\/p>\n

\n

NOW, THEREFORE, <\/strong>in consideration of the mutual promises,
\ncovenants, conditions and provisions contained or referenced herein, the parties
\nhave reviewed and accepted all referenced material and any appendices, exhibits
\nor other attachments hereto and agree to be bound by the terms and conditions
\nset forth in the Agreement as modified herein as follows:<\/p>\n<\/p>\n

1. DEFINITIONS<\/strong><\/p>\n<\/p>\n

1.1 Capitalized Terms<\/u>. All capitalized terms not defined herein shall
\nhave the meaning ascribed to them in the Agreement. In the event of a conflict
\nbetween the capitalized terms defined and set forth in this Amendment 2 and the
\ndefined terms of the Agreement, the definitions set forth in this Amendment 2
\nshall control.<\/p>\n<\/p>\n

2. AMENDMENTS TO THE AGREEMENT<\/strong><\/p>\n<\/p>\n

2.1 Section 17.1 (Term)<\/u>. The first sentence of Section 17.1 of the
\nAgreement shall be deleted in its entirety and replaced with the following: “The
\nterm of this Agreement shall commence on the Effective Date and, unless extended
\nor earlier terminated pursuant to the terms of this Agreement, continue to and
\nthrough December 31, 2014.”<\/p>\n<\/p>\n

2.2 Schedule 10 (Assigned and Managed Contracts; Company Contractor
\nAgreements) of Exhibit A (Description of Services)<\/u>. Schedule 10 (Assigned
\nand Managed Contracts; Company Contractor Agreements) of Exhibit A (Description
\nof Services) is hereby amended and replaced in its entirety with Exhibit A,
\nSchedule 10 attached hereto.<\/p>\n<\/p>\n

2.3 Exhibit D (Pricing<\/u>). Sub-section (t) of Section 2 (Definitions) of
\nExhibit D (Pricing) is hereby amended as set forth in Schedule 2.3 attached
\nhereto.<\/p>\n<\/p>\n

2.4 Section 3.10(b), Exhibit D (Pricing<\/u>). Sub-section (b) of Section
\n3.10 (Incentive Compensation) of Exhibit D (Pricing) is hereby amended as set
\nforth in Schedule 2.4 attached hereto.<\/p>\n<\/p>\n

\n

2.5 Section 3.10(c), Exhibit D (Pricing<\/u>). Sub-section (c) of Section
\n3.10 (KPI Out-Performance Bonus) of Exhibit D (Pricing) is hereby amended as set
\nforth in Schedule 2.5 attached hereto.<\/p>\n<\/p>\n

2.6 Section 6.1, Exhibit D (Pricing<\/u>). Sub-section 6.1 (Cost Baseline)
\nof Section 6 (Savings Initiative Requirements and Process) of Exhibit D
\n(Pricing) is amended as set forth in Schedule 2.6 attached hereto.<\/p>\n<\/p>\n

2.7 Section 6.3(a), Exhibit D (Pricing<\/u>). Sub-section (a) of Section
\n6.3 (Savings Against Cost Baseline) of Exhibit D (Pricing) is amended as set
\nforth in Schedule 2.7 attached hereto.<\/p>\n<\/p>\n

2.8 Attachment D.5 (Reimbursable and Non-Reimbursable Costs) of Exhibit D
\n(Pricing)<\/u>. Exhibit D.5 (Reimbursable and Non-Reimbursable Costs) of Exhibit
\nD (Pricing) is hereby amended as set forth in Schedule 2.8 attached hereto.<\/p>\n<\/p>\n

2.9 Attachment D.6 (Example Calculations of Management Fees, Provider’s
\nShared Savings and [*]) of Exhibit D (Pricing)<\/u>. Attachment D.6 (Example
\nCalculations of Management Fees, Provider’s Shared Savings and [*]) of Exhibit D
\n(Pricing) is amended as set forth in Schedule 2.9 attached hereto.<\/p>\n<\/p>\n

2.10 Exhibit H (Quality Plan)<\/u>. Exhibit H (Quality Plan) is hereby
\namended and replaced in its entirety with Exhibit H attached hereto.<\/p>\n<\/p>\n

2.11 Attachment 1 (Leadership Survey) of Exhibit N : (Customer
\nSatisfaction)<\/u>. Attachment 1 (Leadership Survey) of Exhibit N : (Customer
\nSatisfaction) is hereby amended and replaced in its entirety with Exhibit N,
\nAttachment 1 attached hereto.<\/p>\n<\/p>\n

2.12 Attachment 2 (End User Customer Satisfaction Survey) of Exhibit N :
\nCustomer Satisfaction<\/u>. Attachment 2 (End User Customer Satisfaction Survey)
\nof Exhibit N : (Customer Satisfaction) is hereby amended and replaced in its
\nentirety with Exhibit N, Attachment 2 attached hereto.<\/p>\n<\/p>\n

3. CONCLUSION<\/strong><\/p>\n<\/p>\n

Except as amended and supplemented hereby, all of the terms and conditions of
\nthe Agreement shall remain and continue in full force and effect and apply
\nhereto.<\/p>\n<\/p>\n

IN WITNESS THEREOF, the authorized representatives of the parties have
\nexecuted this Amendment 2 to the Agreement as of the date first set forth above.\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Jones Lang LaSalle Americas, Inc.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Amgen Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Robert W. Hackett<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Emilio Rivera<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Robert W. Hackett<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Emilio Rivera<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

VP, Corporate Engineering<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Farryn Melton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Farryn Melton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

VP, Chief Procurement Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n

Amgen Inc.
\nOne Amgen Center Drive
\nThousand Oaks, CA 91320-1799
\n805.447.1000
\nwww.Amgen.com<\/p>\n<\/p>\n

July 19, 2011<\/p>\n<\/p>\n

Jones Lang LaSalle Americas, Inc.
\nRobert Hackett
\n200 East Randolph Drive
\nChicago, IL 60601<\/p>\n<\/p>\n\n\n\n
\n

Subject:<\/p>\n<\/td>\n

<\/td>\n\n

Date of Amendment Number 2 : Integrated Facilities Management Services
\nAgreement between Jones Lang LaSalle Americas, Inc. (“JLL”) and Amgen Inc. (as
\namended, the “Agreement”)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dear Mr. Hackett:<\/p>\n<\/p>\n

On or about May 12, 2011, Amgen Inc. (“Amgen”) and Jones Lang LaSalle
\nAmericas, Inc. (“JLL”) entered into that certain Amendment Number 2 to the
\nIntegrated Facilities Management Services Agreement between Jones Lang LaSalle
\nAmericas, Inc. and Amgen Inc. (“Amendment 2”). As discussed by Dionne Jimenez of
\nAmgen and Tracy Popish of JLL, the opening sentence to Amendment 2 incorrectly
\nstated that Amendment 2 is entered into as of “May 12, 2010<\/u><\/em>”
\n(emphasis added) and agreed that the year stated in that sentence should read
\n“2011”.<\/p>\n<\/p>\n

This letter, once signed by JLL, sets forth the agreement of Amgen and JLL to
\namend and does hereby amend the opening sentence to Amendment 2 by replacing
\nsuch sentence with the following: “This Amendment Number 2 (“Amendment
\n2”<\/strong>) is entered into as of May 12, 2011 by and between Jones Lang
\nLaSalle Americas, Inc. (“Provider”<\/strong>) and Amgen Inc.
\n(“Company”<\/strong>).” Except as expressly amended herein, all of the
\nterms and conditions of Amendment 2 shall remain and continue in full force and
\neffect and all of the terms of the Agreement shall apply hereto.<\/p>\n<\/p>\n

To memorialize the above, please have an authorized representative of JLL
\nsign in the space provided below and send a scanned copy of such to
\n#####@#####.com and return one original signed copy of this letter to #### ####
\nat Amgen Inc., One Amgen Center Drive, Mail Stop ##-#-#, Thousand Oaks, CA
\n91320-1799.<\/p>\n<\/p>\n

Thank you in advance for your prompt attention to this matter.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Sincerely,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Farryn Melton<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Farryn Melton<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Vice President, Chief Procurement Officer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

READ, ACKNOWLEDGED AND AGREED
\nJones Lang LaSalle Americas, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Robert W. Hackett<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Printed Name:<\/p>\n<\/td>\n

\n

Robert W. Hackett<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

\n

Executive Vice President<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

\n

July 20, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6691],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9613,9620],"class_list":["post-42355","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42355","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42355"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42355"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42355"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42355"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}