Contract analysis

Section 1.1 — Defined Terms Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: "Applicable Law" means, with respect to any Person, all federal, state, provincial, local, municipal, foreign, international, multinational, or other laws (including common law), constitutions

Section 1.2 — Interpretation The following rules of interpretation shall apply to this Agreement: (a) The headings, captions, and titles of the Articles, Sections, and Schedules of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. (b) Words importing the singular number shall include the plural and vice versa, and words i

ARTICLE II — TRANSITION SERVICES

Section 2.1 — Provision of Transition Services (a) Subject to the terms and conditions of this Agreement, the Service Provider shall provide (or shall cause to be provided) to the Service Recipient the Transition Services described in each Service Schedule during the applicable Service Period. The Service Provider shall perform the Transition Services with reasonable care and in a professional and workmanlike manner,

Section 2.2 — Service Schedules (a) Each category of Transition Services shall be described in a separate Service Schedule attached to this Agreement. Each Service Schedule shall specify the following information for each Transition Service (or group of related Transition Services) described therein: (i) a reasonably detailed description of the Transition Service to be provided; (ii) the name, title, and contact info

Section 2.3 — Omitted Services (a) If, within ninety (90) days following the Closing Date, the Service Recipient identifies a service that: (i) was provided by or to the applicable business in the ordinary course during the twelve (12)-month period immediately prior to the Closing Date; (ii) is reasonably necessary for the continued operation of the Service Recipient's business; and (iii) was inadvertently omitted fr

Section 2.4 — Subcontracting (a) The Service Provider may subcontract the performance of all or any portion of the Transition Services to qualified third-party subcontractors, subject to the following conditions: (i) The Service Provider shall provide the Service Recipient with reasonable prior written notice of any proposed subcontracting arrangement, including the identity of the proposed subcontractor, a descripti

Section 2.5 — Cooperation (a) Each Party shall cooperate fully and in good faith with the other Party to facilitate the orderly provision, receipt, and ultimate migration of the Transition Services. Such cooperation shall include, without limitation, the timely exchange of information, data, and documentation reasonably necessary for the performance of the Transition Services, the prompt identification and resolution

ARTICLE III — SERVICE PERIODS AND TERMINATION OF INDIVIDUAL SERVICES

Section 3.1 — Service Periods (a) Each Transition Service shall be provided for the Service Period specified in the applicable Service Schedule. The Service Period for each Transition Service shall commence on the start date specified in the applicable Service Schedule (which, unless otherwise expressly stated therein, shall be the Closing Date) and shall expire on the end date specified therein, unless earlier termi

Section 3.2 — Early Termination of Individual Services (a) The Service Recipient may terminate any individual Transition Service (in whole or in part) at any time upon not less than thirty (30) days' prior written notice to the Service Provider, specifying the Transition Service (or portion thereof) to be terminated and the effective date of such termination. (b) Upon the early termination of any Transition Service p

Section 3.3 — Extension of Service Periods (a) The Service Recipient may request an extension of the Service Period for any individual Transition Service for up to two (2) additional periods of three (3) months each (for a maximum total extension of six (6) months) by providing written notice to the Service Provider at least forty-five (45) days before the expiration of the then-current Service Period for such Transi

Section 3.4 — Migration and Wind-Down (a) The Parties shall cooperate in good faith to develop a Migration Plan for each Transition Service, targeting the completion of each migration within the applicable Service Period. The Migration Plan shall identify the key activities, milestones, deliverables, and timelines for transitioning each Transition Service from the Service Provider to the Service Recipient (or to a re

ARTICLE IV — SERVICE FEES AND PAYMENT

Section 4.1 — Service Fees (a) In consideration of the Transition Services provided hereunder, the Service Recipient shall pay to the Service Provider the Service Fees specified in the applicable Service Schedule (and summarized in Schedule F — Fee Schedule) in accordance with the terms and conditions of this Article IV. (b) Unless otherwise expressly provided in the applicable Service Schedule, Service Fees shall be

Section 4.2 — Pricing During Extension Periods During any extension period approved pursuant to Section 3.3, the Service Fees for the extended Transition Service shall increase by [__]% above the applicable Service Fee for the immediately preceding Service Period (the "Extension Step-Up"). For clarity, if a Transition Service is extended for a second extension period, the Service Fee during such second extension peri

Section 4.3 — Invoicing and Payment (a) The Service Provider shall deliver to the Service Recipient monthly invoices within fifteen (15) days following the end of each calendar month during the term of this Agreement (or such shorter period as may correspond to a partial month at the beginning or end of the term). Each invoice shall be itemized by Transition Service (referencing the applicable Service Schedule and Se

Section 4.4 — Disputed Invoices (a) If the Service Recipient disputes any portion of an invoice in good faith, the Service Recipient shall: (i) pay the undisputed portion of such invoice when due in accordance with Section 4.3(b); and (ii) deliver written notice to the Service Provider of the disputed items within fifteen (15) days of the Service Recipient's receipt of the applicable invoice, setting forth in reasona

Section 4.5 — Taxes (a) All Service Fees stated in this Agreement and in the Service Schedules are exclusive of all applicable sales, use, value-added, goods-and-services, and similar transaction-based taxes, levies, duties, and governmental charges (collectively, "Transaction Taxes"). The Service Recipient shall be responsible for and shall pay all Transaction Taxes imposed on or with respect to the Transition Servi

Section 4.6 — Set-Off Neither Party shall have any right to set off, offset, deduct, or withhold any amounts owed under this Agreement against any other amounts owed by the other Party under this Agreement, the Merger Agreement, or any other agreement, without the prior written consent of the other Party; provided, however, that this Section 4.6 shall not limit (a) the right of either Party to set off indemnification

ARTICLE V — STANDARD OF SERVICES; LIMITATIONS

Section 5.1 — Standard of Care (a) The Service Provider shall perform the Transition Services with the same degree of care, skill, diligence, and competence as it used to provide (or cause to be provided) the same or substantially similar services during the twelve (12)-month period immediately prior to the Closing Date. The Service Provider shall not be required to perform any Transition Service at a level that mate

Section 5.2 — Changes in Services The Service Provider may make changes to the manner, method, processes, tools, systems, or technology used to provide the Transition Services from time to time, provided that: (a) such changes are consistent with changes made by the Service Provider to its own operations or to the services it provides to its own affiliates in the ordinary course of business; (b) such changes do not m

Section 5.3 — Exclusion of Warranties (a) ALL TRANSITION SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE HISTORICAL STANDARD AND ANY EXPRESS SERVICE LEVELS SET FORTH IN THE SERVICE SCHEDULES), NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRANSITION SERVICES, AND EA

Section 5.4 — Limitation of Liability (a) EXCEPT AS PROVIDED IN SECTION 5.4(c), THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER TO THE SERVICE RECIPIENT UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED [INSERT CAP, E.G., AN AMOUNT EQUAL TO THE AGGREGATE SERVICE FEES PAID OR PAYABLE BY THE SERVICE RECIPIENT TO THE SER

ARTICLE VI — CONFIDENTIALITY AND DATA PROTECTION

Section 6.1 — Confidentiality (a) Each Party (in its capacity as a receiving party) shall maintain the confidentiality of all Confidential Information received from the other Party (in its capacity as a disclosing party) in connection with this Agreement, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly permitted by

Section 6.2 — Data Protection and Privacy (a) Each Party shall comply with all applicable data-protection and privacy laws in connection with the performance and receipt of the Transition Services, including, without limitation: (i) the UK General Data Protection Regulation (the "UK GDPR") as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of Section 3 of the European Union (Wi

Section 6.3 — Information Security (a) The Service Provider shall implement and maintain administrative, technical, and physical security measures designed to protect the confidentiality, integrity, and availability of the Service Recipient's data (including Personal Data) processed in connection with the Transition Services. Such measures shall be consistent with, and no less protective than, those in effect during

Section 6.4 — Return and Destruction of Data (a) Upon the termination or expiration of any Transition Service (or upon the termination or expiration of this Agreement in its entirety), the Service Provider shall, at the Service Recipient's election (to be communicated in writing within thirty (30) days of such termination or expiration), either: (i) return to the Service Recipient all Service Recipient data (includin

Section 7.1 — Steering Committee (a) Within five (5) Business Days after the Closing Date (or such other period as the Parties may agree), the Parties shall establish a joint steering committee (the "Steering Committee") to oversee the performance of the Transition Services and the implementation of the Migration Plan. The Steering Committee shall be composed of two (2) representatives designated by the Service Provi

Section 7.2 — Meetings (a) The Steering Committee shall hold regular meetings at least bi-weekly (or at such other frequency as the Steering Committee may determine) during the term of this Agreement. Meetings may be held in person at a mutually agreeable location, or by telephone or videoconference, as the Steering Committee may determine. (b) In advance of each regular meeting, the Service Provider shall prepare an