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TRANSITION SERVICES AGREEMENT

by and between

BRIARWOOD HOME ESSENTIALS, INC. (as Service Provider)

and

MERIDIAN CONSUMER BRANDS LLC (as Service Recipient)

Dated as of September 15, 2022

DRAFT — Prepared by Calderwood & Harkness LLP Matter No. 1011-00005

Executed in connection with that certain Asset Purchase Agreement by and between Meridian Consumer Brands LLC and Briarwood Home Essentials, Inc. dated as of [●], 2022 (the "Purchase Agreement")

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into as of September 15, 2022, by and between BRIARWOOD HOME ESSENTIALS, INC., an Ohio corporation, with its principal offices at 1175 Creekside Drive, Suite 400, Columbus, OH 43215 ("Service Provider" or "Briarwood"), and MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company, with its principal offices at 440 Park Avenue South, 18th Floor, New York, NY 10016 ("Service Recipient" or "Meridian"). Service Provider and Service Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider and Service Recipient have entered into that certain Asset Purchase Agreement dated as of [●], 2022 (the "Purchase Agreement"), pursuant to which Service Provider has agreed to sell, transfer, convey, and assign to Service Recipient certain assets constituting the CleanLeaf and PureHaven consumer product lines (collectively, the "Acquired Assets"), and Service Recipient has agreed to purchase and assume such Acquired Assets upon the terms and conditions set forth in the Purchase Agreement;

WHEREAS, the Purchase Agreement provides for the purchase by Service Recipient of the Acquired Assets for a purchase price of Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to customary adjustments as set forth therein;

WHEREAS, Service Provider is retaining its Commercial Janitorial Services Division (the "Retained Business") and certain excluded assets as more particularly set forth in the Purchase Agreement, and intends to continue to operate the Retained Business following the consummation of the transactions contemplated by the Purchase Agreement;

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Service Recipient requires certain transitional support services from Service Provider in order to ensure the orderly transition and continued operation of the CleanLeaf and PureHaven product lines following the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), including, without limitation, information technology, accounting, warehousing, distribution, and customer service support;

WHEREAS, Service Provider is willing to provide such transitional services to Service Recipient on the terms and conditions set forth herein, for a limited duration and at cost-based pricing, in order to facilitate the orderly separation of the CleanLeaf and PureHaven product lines from Service Provider's continuing operations;

WHEREAS, the Parties desire to set forth their agreement regarding the provision of such transitional services, including the scope, duration, service levels, pricing, and other terms and conditions governing the same; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Additional Services" means any transition services not expressly described in the Service Schedules that are agreed to by the Parties in writing pursuant to Section 2.4.

"Agreement" means this Transition Services Agreement, including all Schedules and Exhibits attached hereto and incorporated herein by reference, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Closing Date" has the meaning ascribed to such term in the Purchase Agreement. As of the date of this Agreement, the Closing has not yet occurred, and the Closing Date has not yet been determined.

"Confidential Information" has the meaning set forth in Section 7.1.

"Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement.

"Excluded Services" means any services not expressly listed on the Service Schedules and not otherwise agreed to in writing by the Parties as Additional Services pursuant to Section 2.4, including, without limitation, legal, tax advisory, and investment advisory services.

"Force Majeure Event" means any event or circumstance beyond a Party's reasonable control, including, without limitation, acts of God, natural disasters (including earthquakes, hurricanes, floods, and severe weather), pandemics, epidemics, or public health emergencies, governmental orders, regulations, or restrictions (including quarantine orders and trade embargoes), war (whether or not declared), armed conflict, terrorism, sabotage, riots, civil disturbances, strikes, lockouts, or other labor disputes (other than those involving the affected Party's own employees), fire, explosion, power outages or failures of telecommunications or utility infrastructure, or cyberattacks or ransomware events affecting critical infrastructure.

"Indemnified Party" has the meaning set forth in Section 9.1.

"Indemnifying Party" has the meaning set forth in Section 9.1.

"Maximum Service Period" means the twelve (12)-month period commencing on the Closing Date, which shall constitute the maximum duration for any Transition Service under this Agreement.

"Migration Plan" means the plan for the transition of each Transition Service from Service Provider to Service Recipient or its designee, as more particularly described in Section 3.5.

"Monthly Service Fee" means the aggregate fee payable by Service Recipient to Service Provider for all Transition Services performed in a given calendar month, as calculated in accordance with the applicable Service Schedule and Section 5.1.

"Purchase Agreement" means that certain Asset Purchase Agreement by and between Meridian Consumer Brands LLC and Briarwood Home Essentials, Inc. dated as of [●], 2022, as the same may be amended, supplemented, or otherwise modified from time to time.

"Service Commencement Date" means the Closing Date.

"Service Level" means the applicable performance standard for each Transition Service as specified in the Service Schedules attached hereto, or, where no specific performance standard is specified, the standard described in Section 2.2.

"Service Period" means, for each Transition Service, the period commencing on the Service Commencement Date and ending on the earlier of (a) the expiration of the term specified for such Transition Service in the applicable Service Schedule, and (b) the Maximum Service Period. Each Transition Service may have a different Service Period, as specified in the applicable Service Schedule.

"Service Provider" means Briarwood Home Essentials, Inc., an Ohio corporation.

"Service Provider Personnel" means the employees, independent contractors, consultants, and agents of Service Provider (or its affiliates) who are engaged by Service Provider in the performance of the Transition Services.

"Service Recipient" means Meridian Consumer Brands LLC, a Delaware limited liability company.

"Service Schedules" means Schedules A, B, C, and D attached hereto, each of which describes a category of Transition Services, including the scope, service levels, pricing, and duration applicable to such category, as the same may be amended or supplemented from time to time by the Parties in accordance with this Agreement.

"Transition Services" means the services described in Article II and set forth in detail in the Service Schedules, together with any Additional Services agreed to by the Parties pursuant to Section 2.4.

"Transition Services Manager" means the individual designated by each Party pursuant to Section 2.6 to serve as such Party's primary point of contact for matters arising under this Agreement.

Section 1.2 — Rules of Construction

(a) Unless the context otherwise requires, the singular shall include the plural and vice versa, and the masculine, feminine, and neuter genders shall each include the other genders.

(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(c) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole (including the Schedules and Exhibits hereto) and not to any particular provision of this Agreement.

(d) References to "Articles," "Sections," "Schedules," and "Exhibits" shall refer to the Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless otherwise specified.

(e) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(f) References to "days" shall mean calendar days unless otherwise specified as "business days." "Business days" shall mean any day other than a Saturday, Sunday, or day on which banking institutions in New York, New York or Columbus, Ohio are authorized or required by applicable law to remain closed.

(g) Any reference to a statute, regulation, or law shall include all amendments, modifications, and supplements thereto and any successor statute, regulation, or law.

(h) Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.

ARTICLE II — TRANSITION SERVICES

Section 2.1 — Services to Be Provided

(a) Subject to the terms and conditions of this Agreement, Service Provider shall provide to Service Recipient, or cause to be provided to Service Recipient, the Transition Services described in the Service Schedules attached hereto during the applicable Service Period for each such Transition Service. The Transition Services shall be provided in the following four categories:

(i) Information Technology Services, as more particularly described in Schedule A;

(ii) Accounting and Financial Reporting Services, as more particularly described in Schedule B;

(iii) Warehousing and Distribution Services, as more particularly described in Schedule C; and

(iv) Customer Service and Order Management Services, as more particularly described in Schedule D.

(b) The Transition Services relate exclusively to the operation of the CleanLeaf and PureHaven consumer product lines and the approximately one hundred forty-two (142) active stock-keeping units ("SKUs") comprising the Acquired Assets. The Transition Services are intended to support the continued business operations associated with the one hundred eighty-six (186) employees being transferred to Service Recipient in connection with the transactions contemplated by the Purchase Agreement (the "Transferred Employees") and the twenty-three (23) customer contracts being assigned to Service Recipient in connection therewith (the "Assigned Customer Contracts").

(c) Service Provider shall perform the Transition Services using the same general systems, processes, and infrastructure that Service Provider used in the ordinary course of business to support the CleanLeaf and PureHaven product lines prior to the Closing Date, except as otherwise agreed to in writing by the Parties or as reasonably necessary to reflect changes resulting from the separation of the Acquired Assets from Service Provider's continuing operations.

Section 2.2 — Standard of Service

(a) Service Provider shall perform each Transition Service in a manner substantially consistent with the nature, quality, and level of service provided by Service Provider with respect to the CleanLeaf and PureHaven product lines during the twelve (12)-month period immediately preceding the Closing Date (the "Historical Service Level"). Service Provider shall not be required to perform any Transition Service at a level materially higher than the Historical Service Level.

(b) Service Provider shall use commercially reasonable efforts to maintain adequate staffing levels, resources, systems, and infrastructure necessary to perform the Transition Services in accordance with this Agreement and the applicable Service Schedules. Service Provider shall allocate sufficient Service Provider Personnel to perform the Transition Services and shall ensure that such personnel possess the skills, experience, and qualifications reasonably necessary for the performance of the applicable Transition Services.

(c) Service Provider shall perform the Transition Services in compliance with all applicable federal, state, and local laws, rules, regulations, and orders, including, without limitation, applicable environmental, health, safety, employment, and data privacy laws and regulations.

(d) Service Provider shall not, without the prior written consent of Service Recipient, make any material changes to the systems, processes, procedures, or infrastructure used in the provision of the Transition Services that would reasonably be expected to adversely affect the quality, timeliness, or reliability of the Transition Services.

Section 2.3 — Excluded Services

(a) This Agreement does not obligate Service Provider to provide any services not expressly described in the Service Schedules or otherwise agreed to in writing by the Parties as Additional Services pursuant to Section 2.4. Any services that are Excluded Services shall not be deemed Transition Services for purposes of this Agreement.

(b) Without limiting the generality of the foregoing, Service Provider shall have no obligation under this Agreement to provide any services related to, or in support of, the Retained Business (i.e., the Commercial Janitorial Services Division) or any other business operations of Service Provider unrelated to the CleanLeaf and PureHaven product lines.

(c) Service Provider shall have no obligation under this Agreement to provide legal services, tax advisory services, investment advisory services, regulatory compliance advisory services, or any other professional advisory services. Service Recipient shall be solely responsible for obtaining such services from its own advisors and counsel.

Section 2.4 — Additional Services

(a) From time to time during the term of this Agreement, Service Recipient may request that Service Provider provide additional transition services that are not expressly described in the Service Schedules (each, an "Additional Service"). Any such request shall be submitted in writing to Service Provider's Transition Services Manager and shall include a reasonably detailed description of the requested additional service, the desired duration, and the anticipated scope.

(b) Service Provider shall consider each such request in good faith and shall use commercially reasonable efforts to accommodate reasonable requests for Additional Services; provided, however, that Service Provider shall have no obligation to provide any Additional Service if, in Service Provider's reasonable judgment, the provision of such service would (i) unreasonably interfere with Service Provider's own operations or the Retained Business, (ii) require Service Provider to retain or hire additional personnel, (iii) require Service Provider to acquire or license additional systems or equipment, or (iv) expose Service Provider to material risk or liability.

(c) If the Parties agree on the provision of an Additional Service, the scope, duration, service level, and pricing for such Additional Service shall be documented in a written change order substantially in the form attached hereto as Exhibit B (a "Change Order"), which shall be executed by the Transition Services Managers of both Parties. Upon execution, each Change Order shall be deemed an amendment to the applicable Service Schedule and shall be incorporated into and become a part of this Agreement.

Section 2.5 — Third-Party Services

(a) To the extent that any Transition Service is provided, in whole or in part, by a third-party contractor, vendor, or service provider on behalf of Service Provider, Service Provider shall remain fully responsible for the performance of such Transition Service in accordance with the terms and conditions of this Agreement, including the applicable Service Levels. Service Provider's use of any third-party contractor, vendor, or service provider shall not relieve Service Provider of any of its obligations under this Agreement.

(b) Service Provider shall use commercially reasonable efforts to maintain in full force and effect all existing contracts, agreements, and arrangements with third-party contractors, vendors, and service providers that are necessary for the provision of the Transition Services during the applicable Service Period. Service Provider shall promptly notify Service Recipient of any material changes to, or termination of, any such third-party arrangement that may adversely affect the provision of the Transition Services.

(c) Service Recipient acknowledges and agrees that certain third-party contracts and agreements used in connection with the Transition Services may not be assignable or transferable without the consent of the applicable third party. In particular, Service Recipient acknowledges that seven (7) of the twenty-three (23) Assigned Customer Contracts contain change-of-control, assignment consent, or anti-assignment provisions that may require the consent of the applicable customer to effectuate the assignment to Service Recipient. Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient in obtaining any such consents; provided, however, that Service Provider shall not be required to make any payments, incur any liabilities, or agree to any amendments or modifications to such contracts in connection therewith.

Section 2.6 — Access and Cooperation

(a) Service Recipient shall provide Service Provider with reasonable access to the following facilities, to the extent reasonably necessary for Service Provider to perform the Transition Services:

(i) the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Facility"); and

(ii) the distribution center located at 500 Commerce Boulevard, West Jefferson, OH 43162 (the "West Jefferson Distribution Center").

Such access shall be subject to Service Recipient's reasonable security, safety, and operational requirements and policies.

(b) Each Party shall designate an individual to serve as its Transition Services Manager, who shall serve as such Party's primary point of contact for all matters arising under this Agreement. The initial Transition Services Managers shall be:

(i) Service Recipient's Transition Services Manager: To be designated by Meridian Consumer Brands LLC. It is anticipated that Service Recipient's Transition Services Manager will be designated by Priya Anand, Chief Financial Officer, or her delegate. Service Recipient shall provide written notice to Service Provider of the identity and contact information of its Transition Services Manager within five (5) business days following the Closing Date.

(ii) Service Provider's Transition Services Manager: Janet Tsao, Vice President of Operations, Briarwood Home Essentials, Inc.

(c) Either Party may change its designated Transition Services Manager at any time by providing written notice to the other Party. Each Party's Transition Services Manager shall have the authority to make day-to-day operational decisions regarding the Transition Services, including the approval of Change Orders; provided, however, that neither Transition Services Manager shall have the authority to amend or waive any material term or condition of this Agreement without the prior written approval of such Party's authorized signatory.

(d) The Parties shall cooperate with each other in good faith and shall provide each other with such information, access, and assistance as may be reasonably necessary to facilitate the orderly provision and receipt of the Transition Services and the timely completion of the migration and transition activities contemplated by this Agreement.

ARTICLE III — SERVICE TERM AND TERMINATION

Section 3.1 — Service Period

(a) Each Transition Service shall commence on the Service Commencement Date (i.e., the Closing Date) and shall continue for the duration specified in the applicable Service Schedule, unless earlier terminated in accordance with this Article III. The maximum term for any individual Transition Service shall not exceed twelve (12) months following the Closing Date (the "Maximum Service Period").

(b) The Parties acknowledge that certain Transition Services may have shorter Service Periods than the Maximum Service Period, as specified in the individual Service Schedules. Without limiting the foregoing, the following Service Periods are currently contemplated:

(i) Information Technology Services (Schedule A): up to twelve (12) months;

(ii) Accounting and Financial Reporting Services (Schedule B): up to nine (9) months;

(iii) Warehousing and Distribution Services (Schedule C): up to six (6) months; and

(iv) Customer Service and Order Management Services (Schedule D): up to six (6) months.

(c) The expiration of the Service Period for any individual Transition Service shall not affect the continued provision of any other Transition Service for which the applicable Service Period has not yet expired.

Section 3.2 — Early Termination by Service Recipient

(a) Service Recipient may terminate any individual Transition Service (or any discrete component thereof), in whole or in part, at any time upon not less than thirty (30) days' prior written notice to Service Provider, specifying the Transition Service (or component thereof) to be terminated and the effective date of termination.

(b) Upon the effective date of such termination, Service Recipient's obligation to pay Monthly Service Fees for the terminated Transition Service (or component thereof) shall cease, subject to Service Recipient's obligation to reimburse Service Provider for wind-down costs in accordance with Section 5.3.

(c) If Service Recipient elects to terminate only a portion of a Transition Service, Service Provider shall, within ten (10) business days following receipt of such notice, provide Service Recipient with a revised pricing estimate reflecting the reduced scope of the remaining Transition Services. Service Recipient may, within five (5) business days following receipt of such revised estimate, either accept the revised pricing or withdraw its partial termination notice.

Section 3.3 — Termination for Cause

(a) Either Party may terminate this Agreement in its entirety, or may terminate any individual Transition Service, upon written notice to the other Party if:

(i) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party specifying in reasonable detail the nature of such breach; or

(ii) the other Party (A) voluntarily or involuntarily becomes subject to any proceeding under any domestic or foreign bankruptcy, insolvency, receivership, or similar law, (B) has a receiver, trustee, custodian, or similar official appointed for it or for a substantial part of its property, (C) makes a general assignment for the benefit of its creditors, (D) is dissolved or liquidated, or (E) ceases to conduct business in the ordinary course.

(b) Termination for cause pursuant to this Section 3.3 shall be without prejudice to, and shall not relieve the breaching Party of liability for, any damages, losses, costs, or expenses suffered or incurred by the non-breaching Party as a result of such breach, and all other remedies available to the non-breaching Party at law or in equity shall be preserved.

Section 3.4 — Termination of Agreement

This Agreement shall terminate in its entirety upon the earliest to occur of:

(a) the expiration or termination of all Service Periods for all Transition Services (including any Additional Services);

(b) the date that is twelve (12) months following the Closing Date (i.e., the expiration of the Maximum Service Period);

(d) termination for cause by either Party under Section 3.3.

Section 3.5 — Migration and Transition Plan

(a) Service Provider shall cooperate in good faith with Service Recipient to develop a Migration Plan for each Transition Service (or category of Transition Services), which Migration Plan shall be mutually agreed upon by the Parties within sixty (60) days following the Closing Date. Each Migration Plan shall set forth the activities, milestones, and timeline for the orderly transition of the applicable Transition Service from Service Provider to Service Recipient (or Service Recipient's designee).

(b) Each Migration Plan shall include, at a minimum, the following elements:

(i) a detailed timeline for the transition of the applicable Transition Service, including key milestones and target completion dates;

(ii) knowledge transfer requirements, including identification of key Service Provider Personnel with institutional knowledge relevant to the applicable Transition Service and a plan for the transfer of such knowledge to Service Recipient's personnel (including the Transferred Employees);

(iii) data migration protocols, including specifications for the format, media, and method of transfer of all data, records, and information related to the applicable Transition Service;

(iv) employee training plans, including identification of training requirements for Service Recipient's personnel who will assume responsibility for the applicable functions;

(v) testing milestones and acceptance criteria for confirming Service Recipient's readiness to assume responsibility for the applicable Transition Service; and

(vi) a schedule for the wind-down of Service Provider's involvement in the applicable Transition Service.

(c) Service Provider shall provide reasonable assistance during the wind-down of each Transition Service, including making available Service Provider Personnel with relevant knowledge and expertise for knowledge transfer sessions, responding to reasonable inquiries from Service Recipient's personnel (including the one hundred eighty-six (186) Transferred Employees), and providing documentation and training materials.

(d) In the event the Parties are unable to agree upon a Migration Plan within the sixty (60)-day period specified in Section 3.5(a), the matter shall be referred to the Transition Services Managers for resolution in accordance with the procedures set forth in Section 4.4.

Section 3.6 — Effect of Termination

(a) Termination or expiration of this Agreement (or any individual Transition Service) shall not affect the rights, obligations, or liabilities of the Parties that have accrued prior to such termination or expiration, including, without limitation, the obligation of Service Recipient to pay any Monthly Service Fees or wind-down costs that are due and owing as of the date of such termination or expiration and the obligation of Service Provider to deliver any data, records, or other materials required to be delivered to Service Recipient under this Agreement.

(b) The following provisions of this Agreement shall survive the termination or expiration of this Agreement: Article VII (Confidentiality), Article VIII (Representations and Warranties), Article IX (Indemnification and Liability), Article X (Dispute Resolution), and Section 11.5 (Entire Agreement), together with any other provisions of this Agreement that by their nature or terms are intended to survive termination or expiration.

ARTICLE IV — SERVICE LEVELS AND PERFORMANCE STANDARDS

Section 4.1 — Service Levels

(a) Service Provider shall perform each Transition Service in accordance with the Service Levels specified in the applicable Service Schedule. The Service Levels are intended to establish minimum performance standards for the Transition Services and are not intended to guarantee any particular outcome or result.

(b) Where no specific Service Level is identified in the applicable Service Schedule for a particular Transition Service (or component thereof), Service Provider shall perform such Transition Service in a manner consistent with the standard described in Section 2.2 (i.e., in a manner substantially consistent with the nature, quality, and level of service provided by Service Provider during the twelve (12)-month period immediately preceding the Closing Date).

Section 4.2 — Service Level Failures

(a) If Service Provider fails to meet a Service Level for any Transition Service for a period of five (5) or more consecutive business days, Service Recipient shall provide written notice to Service Provider specifying the nature of the Service Level failure, the affected Transition Service, and the dates on which the failure occurred or commenced (a "Service Level Failure Notice").

(b) Service Provider shall have fifteen (15) business days from receipt of a Service Level Failure Notice to cure the Service Level failure identified therein (the "Cure Period"). During the Cure Period, Service Provider shall use commercially reasonable efforts to remediate the Service Level failure, including, without limitation, allocating additional Service Provider Personnel or resources to the affected Transition Service.

(c) If Service Provider fails to cure a Service Level failure within the Cure Period, Service Recipient may, at its sole option:

(i) reduce the Monthly Service Fee proportionately for the affected Transition Service for each month (or portion thereof) during which the Service Level failure continues, with such reduction to be calculated based on the relative value of the affected component of the Transition Service to the total Monthly Service Fee for the applicable Service Schedule; or

(ii) terminate the affected Transition Service, in whole or in part, without further obligation to Service Provider with respect to such terminated Transition Service (other than the obligation to pay for services properly performed prior to the effective date of termination and any wind-down costs payable under Section 5.3).

(d) The remedies set forth in this Section 4.2 shall be in addition to, and not in lieu of, any other remedies available to Service Recipient under this Agreement, at law, or in equity.

Section 4.3 — Reporting

(a) Service Provider shall deliver to Service Recipient monthly reports summarizing the Transition Services performed during the preceding calendar month (each, a "Monthly Service Report"). Each Monthly Service Report shall include, at a minimum:

(i) a description of the Transition Services performed during the applicable month, organized by Service Schedule;

(ii) a summary of Service Level compliance for each Transition Service, including a comparison of actual performance against the applicable Service Level;

(iii) a description of any material issues, incidents, or service disruptions that occurred during the applicable month;

(iv) a description of any anticipated changes to the Transition Services, staffing, systems, or third-party arrangements; and

(v) an update on the status of the Migration Plan and any upcoming migration milestones.

(b) Monthly Service Reports shall be delivered to Service Recipient's Transition Services Manager within ten (10) business days following the end of each calendar month. Service Provider shall deliver the first Monthly Service Report within ten (10) business days following the end of the first full calendar month after the Closing Date.

(c) Service Recipient shall have the right to request additional reporting or information regarding the Transition Services at any time upon reasonable notice, and Service Provider shall use commercially reasonable efforts to accommodate such requests.

Section 4.4 — Dispute Resolution for Service Level Issues

(a) In the event of a dispute regarding Service Level compliance, the characterization of a Service Level failure, the appropriateness of a proposed fee reduction, or any other performance-related matter arising under this Article IV, the Transition Services Managers shall meet and confer in good faith, either in person or by videoconference, within ten (10) business days following the date on which either Party provides written notice of such dispute to the other Party.

(b) If the Transition Services Managers are unable to resolve the dispute within the ten (10)-business-day period described in Section 4.4(a), the dispute shall be escalated to the following senior management representatives:

(i) for Service Recipient: Gareth Holloway, CEO and Managing Member, Meridian Consumer Brands LLC; and

(ii) for Service Provider: Malcolm Greer, President, Briarwood Home Essentials, Inc.

(c) Such senior management representatives shall have fifteen (15) additional business days to resolve the dispute in good faith. If the dispute remains unresolved at the conclusion of such period, the dispute shall be resolved in accordance with Article X (Dispute Resolution).

ARTICLE V — FEES AND PAYMENT

Section 5.1 — Service Fees

(a) In consideration of the provision of the Transition Services, Service Recipient shall pay to Service Provider the Monthly Service Fees for each Transition Service as calculated in accordance with this Section 5.1 and the applicable Service Schedule.

(b) Monthly Service Fees shall be calculated on a cost-plus basis, as follows: Service Provider's actual direct costs of providing each Transition Service during the applicable calendar month (including, without limitation, allocated personnel costs for Service Provider Personnel engaged in providing such Transition Service, third-party vendor and contractor fees, and direct materials and supplies), plus a markup of five percent (5%) of such actual direct costs (the "Markup"). For the avoidance of doubt, "actual direct costs" shall not include any allocation of Service Provider's general corporate overhead, executive compensation, or other indirect costs that are not directly attributable to the provision of the Transition Services.

(c) The aggregate estimated Monthly Service Fee across all Transition Services is estimated to be in the range of One Hundred Fifty Thousand Dollars ($150,000) to Two Hundred Fifty Thousand Dollars ($250,000) per month, depending on the scope and volume of services required. The final Monthly Service Fee for each calendar month shall be determined based on the actual services performed and costs incurred during such month, calculated in accordance with the applicable Service Schedules.

(d) In the event the Closing Date occurs on a date other than the first day of a calendar month, the Monthly Service Fee for the first and last months of any Service Period shall be prorated on a per diem basis.

Section 5.2 — Invoicing and Payment

(a) Service Provider shall submit monthly invoices to Service Recipient within fifteen (15) days following the end of each calendar month during which Transition Services were performed. Each invoice shall be prepared substantially in the form set forth in Exhibit A and shall include reasonable detail of the following:

(i) the Transition Services performed during the applicable calendar month, itemized by Service Schedule (Schedules A, B, C, and D);

(ii) the hours of Service Provider Personnel allocated to each category of Transition Services, broken down by personnel category (e.g., management, technical, administrative);

(iii) third-party vendor and contractor costs incurred in connection with the Transition Services, with supporting documentation;

(iv) direct materials and supplies costs;

(v) the calculation of the five percent (5%) Markup; and

(vi) the total Monthly Service Fee for the applicable calendar month.

(b) Service Recipient shall pay each undisputed invoice within thirty (30) days of receipt. Payments shall be made by wire transfer of immediately available funds to the bank account designated by Service Provider in writing. Late payments (other than disputed amounts) shall bear interest at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, if lower), calculated from the date such payment was due until the date of actual payment.

Meridian Consumer Brands LLC 440 Park Avenue South, 18th Floor New York, NY 10016

Attention: Priya Anand, Chief Financial Officer

With a copy to: Diana Ressler, General Counsel (at the same address)

Section 5.3 — Wind-Down Costs

(a) Upon the early termination of any Transition Service pursuant to Section 3.2, Service Recipient shall reimburse Service Provider for all reasonable, documented, non-cancellable costs incurred by Service Provider in connection with the terminated Transition Service (the "Wind-Down Costs"); provided, that such costs (i) are directly attributable to the provision of the terminated Transition Service, (ii) were incurred by Service Provider prior to or in connection with the termination, and (iii) cannot reasonably be avoided, mitigated, or reallocated by Service Provider to other purposes, including the Retained Business.

(b) In no event shall the aggregate Wind-Down Costs payable by Service Recipient with respect to the termination of any individual Transition Service exceed an amount equal to one (1) month's Monthly Service Fee for such Transition Service (calculated based on the most recent full month's invoice for such service).

(c) Service Provider shall submit an invoice for Wind-Down Costs within thirty (30) days following the effective date of termination of the applicable Transition Service, accompanied by reasonable supporting documentation. Service Recipient shall pay such invoice within thirty (30) days of receipt, subject to Service Recipient's right to dispute any portion thereof in accordance with Section 5.5.

Section 5.4 — Taxes

(a) All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any and all applicable sales taxes, use taxes, value-added taxes, goods and services taxes, and similar transaction-based taxes or assessments (collectively, "Transaction Taxes"). Service Recipient shall be solely responsible for the payment of all Transaction Taxes imposed on or with respect to the Transition Services.

(b) Notwithstanding the foregoing, Service Recipient shall not be responsible for any income taxes, franchise taxes, or similar taxes imposed on Service Provider's net income or profits arising from the Monthly Service Fees or other amounts received by Service Provider under this Agreement. Such taxes shall be the sole responsibility of Service Provider.

(c) If Service Provider is required by applicable law to collect any Transaction Taxes from Service Recipient, Service Provider shall separately state such taxes on the applicable invoice and Service Recipient shall remit such taxes to Service Provider together with the Monthly Service Fee payment.

Section 5.5 — Disputed Amounts

(a) If Service Recipient in good faith disputes any portion of an invoice submitted by Service Provider under this Article V, Service Recipient shall (i) pay the undisputed portion of such invoice in accordance with Section 5.2(b), and (ii) deliver written notice to Service Provider, within the thirty (30)-day payment period, specifying in reasonable detail the disputed amount, the nature of the dispute, and the basis for Service Recipient's objection.

(b) Disputed amounts shall first be referred to the Transition Services Managers for resolution in accordance with the procedures set forth in Section 4.4. If the Transition Services Managers are unable to resolve the dispute within the applicable time periods set forth therein, the dispute shall be resolved in accordance with Article X (Dispute Resolution).

(c) No interest shall accrue on disputed amounts that are ultimately determined (whether by agreement of the Parties or by a court of competent jurisdiction) to be owed by Service Recipient, provided that Service Recipient shall pay such amounts within ten (10) business days following the resolution of the dispute. Interest shall accrue at the rate specified in Section 5.2(b) on any disputed amounts that are ultimately determined to have been improperly withheld by Service Recipient.

ARTICLE VI — INTELLECTUAL PROPERTY AND DATA

Section 6.1 — Intellectual Property Ownership

(a) Nothing in this Agreement shall be construed to transfer, convey, or assign any intellectual property rights from one Party to the other, except as expressly provided in the Purchase Agreement and that certain intellectual Property Assignment Agreement by and between the Parties, dated as of the Closing Date (the "IP Assignment Agreement"), which conveys from Service Provider to Service Recipient all right, title, and interest in and to the CleanLeaf and PureHaven trademarks, trade dress, domain names, formulation trade secrets, and other intellectual property assets associated with the Acquired Assets, as more particularly described therein.

(b) Service Provider acknowledges and agrees that, following the Closing, all right, title, and interest in and to the CleanLeaf and PureHaven trademarks, trade dress, logos, domain names, product formulations, trade secrets, copyrights, and all other intellectual property rights associated with the CleanLeaf and PureHaven product lines (collectively, the "Product Line IP") shall be owned exclusively by Service Recipient. Service Provider shall not acquire any rights in the Product Line IP by virtue of performing the Transition Services.

(c) Service Recipient acknowledges and agrees that all intellectual property rights owned by Service Provider that are not part of the Product Line IP (including, without limitation, intellectual property associated with the Retained Business and Service Provider's general corporate systems, processes, and know-how) shall remain the exclusive property of Service Provider.

Section 6.2 — License to Use IP During Service Period

(a) Service Recipient hereby grants to Service Provider a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the CleanLeaf and PureHaven trademarks, trade dress, and related intellectual property solely to the extent necessary for Service Provider to perform the Transition Services during the applicable Service Period.

(b) Service Provider shall use the Product Line IP only in a manner consistent with Service Provider's use thereof during the twelve (12)-month period immediately preceding the Closing Date and shall comply with any reasonable brand guidelines or quality control standards communicated by Service Recipient.

(c) The license granted pursuant to this Section 6.2 shall terminate automatically, without further action by either Party, upon the expiration or termination of the applicable Transition Service for which such intellectual property was used. Upon such termination, Service Provider shall immediately cease all use of the Product Line IP and shall remove or delete the Product Line IP from all materials, systems, and records in Service Provider's possession or control (except to the extent retention is required to comply with legal hold or record retention requirements).

Section 6.3 — Data Ownership and Access

(a) All data, records, customer information, supplier information, financial records, product specifications, formulation data, and other business records related to the CleanLeaf and PureHaven product lines (collectively, "Product Line Data"), including, without limitation, data related to the approximately one hundred forty-two (142) active SKUs and the twenty-three (23) Assigned Customer Contracts, are and shall remain the sole and exclusive property of Service Recipient following the Closing.

(b) Service Provider shall provide Service Recipient with full and unrestricted access to all Product Line Data during the applicable Service Period, in such formats and through such systems as Service Recipient may reasonably request. Service Provider shall not withhold, restrict, or condition access to Product Line Data on any basis, except as required by applicable law.

(c) Upon the termination or expiration of this Agreement (or any individual Transition Service), Service Provider shall promptly deliver to Service Recipient all Product Line Data in Service Provider's possession or control, in such electronic and physical formats as Service Recipient may reasonably request. The procedures, formats, and timelines for such data delivery shall be governed by the applicable Migration Plan developed pursuant to Section 3.5.

(d) Following the delivery of Product Line Data to Service Recipient, Service Provider shall, at Service Recipient's election, either return or destroy all copies of Product Line Data in Service Provider's possession or control (excluding copies retained pursuant to legal hold or record retention requirements), and shall certify in writing to Service Recipient that such return or destruction has been completed.

Section 6.4 — Data Security

TRANSITION SERVICES AGREEMENT
by and between
BRIARWOOD HOME ESSENTIALS, INC. (as Service Provider)
and
MERIDIAN CONSUMER BRANDS LLC (as Service Recipient)
Dated as of September 15, 2022
DRAFT — Prepared by Calderwood & Harkness LLP Matter No. 1011-00005
Executed in connection with that certain Asset Purchase Agreement by and between Meridian Consumer Brands LLC and Briarwood Home Essentials, Inc. dated as of [●], 2022 (the "Purchase Agreement")
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TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into as of September 15, 2022, by and between BRIARWOOD HOME ESSENTIALS, INC., an Ohio corporation, with its principal offices at 1175 Creekside Drive, Suite 400, Columbus, OH 43215 ("Service Provider" or "Briarwood"), and MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company, with its principal offices at 440 Park Avenue South, 18th Floor, New York, NY 10016 ("Service Recipient" or "Meridian"). Service Provider and Service Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Service Provider and Service Recipient have entered into that certain Asset Purchase Agreement dated as of [●], 2022 (the "Purchase Agreement"), pursuant to which Service Provider has agreed to sell, transfer, convey, and assign to Service Recipient certain assets constituting the CleanLeaf and PureHaven consumer product lines (collectively, the "Acquired Assets"), and Service Recipient has agreed to purchase and assume such Acquired Assets upon the terms and conditions set forth in the Purchase Agreement;
WHEREAS, the Purchase Agreement provides for the purchase by Service Recipient of the Acquired Assets for a purchase price of Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to customary adjustments as set forth therein;
WHEREAS, Service Provider is retaining its Commercial Janitorial Services Division (the "Retained Business") and certain excluded assets as more particularly set forth in the Purchase Agreement, and intends to continue to operate the Retained Business following the consummation of the transactions contemplated by the Purchase Agreement;
WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Service Recipient requires certain transitional support services from Service Provider in order to ensure the orderly transition and continued operation of the CleanLeaf and PureHaven product lines following the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), including, without limitation, information technology, accounting, warehousing, distribution, and customer service support;
WHEREAS, Service Provider is willing to provide such transitional services to Service Recipient on the terms and conditions set forth herein, for a limited duration and at cost-based pricing, in order to facilitate the orderly separation of the CleanLeaf and PureHaven product lines from Service Provider's continuing operations;
WHEREAS, the Parties desire to set forth their agreement regarding the provision of such transitional services, including the scope, duration, service levels, pricing, and other terms and conditions governing the same; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Additional Services" means any transition services not expressly described in the Service Schedules that are agreed to by the Parties in writing pursuant to Section 2.4.
"Agreement" means this Transition Services Agreement, including all Schedules and Exhibits attached hereto and incorporated herein by reference, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Closing Date" has the meaning ascribed to such term in the Purchase Agreement. As of the date of this Agreement, the Closing has not yet occurred, and the Closing Date has not yet been determined.
"Confidential Information" has the meaning set forth in Section 7.1.
"Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement.
"Excluded Services" means any services not expressly listed on the Service Schedules and not otherwise agreed to in writing by the Parties as Additional Services pursuant to Section 2.4, including, without limitation, legal, tax advisory, and investment advisory services.
"Force Majeure Event" means any event or circumstance beyond a Party's reasonable control, including, without limitation, acts of God, natural disasters (including earthquakes, hurricanes, floods, and severe weather), pandemics, epidemics, or public health emergencies, governmental orders, regulations, or restrictions (including quarantine orders and trade embargoes), war (whether or not declared), armed conflict, terrorism, sabotage, riots, civil disturbances, strikes, lockouts, or other labor disputes (other than those involving the affected Party's own employees), fire, explosion, power outages or failures of telecommunications or utility infrastructure, or cyberattacks or ransomware events affecting critical infrastructure.
"Indemnified Party" has the meaning set forth in Section 9.1.
"Indemnifying Party" has the meaning set forth in Section 9.1.
"Maximum Service Period" means the twelve (12)-month period commencing on the Closing Date, which shall constitute the maximum duration for any Transition Service under this Agreement.
"Migration Plan" means the plan for the transition of each Transition Service from Service Provider to Service Recipient or its designee, as more particularly described in Section 3.5.
"Monthly Service Fee" means the aggregate fee payable by Service Recipient to Service Provider for all Transition Services performed in a given calendar month, as calculated in accordance with the applicable Service Schedule and Section 5.1.
"Purchase Agreement" means that certain Asset Purchase Agreement by and between Meridian Consumer Brands LLC and Briarwood Home Essentials, Inc. dated as of [●], 2022, as the same may be amended, supplemented, or otherwise modified from time to time.
"Service Commencement Date" means the Closing Date.
"Service Level" means the applicable performance standard for each Transition Service as specified in the Service Schedules attached hereto, or, where no specific performance standard is specified, the standard described in Section 2.2.
"Service Period" means, for each Transition Service, the period commencing on the Service Commencement Date and ending on the earlier of (a) the expiration of the term specified for such Transition Service in the applicable Service Schedule, and (b) the Maximum Service Period. Each Transition Service may have a different Service Period, as specified in the applicable Service Schedule.
"Service Provider" means Briarwood Home Essentials, Inc., an Ohio corporation.
"Service Provider Personnel" means the employees, independent contractors, consultants, and agents of Service Provider (or its affiliates) who are engaged by Service Provider in the performance of the Transition Services.
"Service Recipient" means Meridian Consumer Brands LLC, a Delaware limited liability company.
"Service Schedules" means Schedules A, B, C, and D attached hereto, each of which describes a category of Transition Services, including the scope, service levels, pricing, and duration applicable to such category, as the same may be amended or supplemented from time to time by the Parties in accordance with this Agreement.
"Transition Services" means the services described in Article II and set forth in detail in the Service Schedules, together with any Additional Services agreed to by the Parties pursuant to Section 2.4.
"Transition Services Manager" means the individual designated by each Party pursuant to Section 2.6 to serve as such Party's primary point of contact for matters arising under this Agreement.
Section 1.2 — Rules of Construction
(a) Unless the context otherwise requires, the singular shall include the plural and vice versa, and the masculine, feminine, and neuter genders shall each include the other genders.
(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(c) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole (including the Schedules and Exhibits hereto) and not to any particular provision of this Agreement.
(d) References to "Articles," "Sections," "Schedules," and "Exhibits" shall refer to the Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless otherwise specified.
(e) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
(f) References to "days" shall mean calendar days unless otherwise specified as "business days." "Business days" shall mean any day other than a Saturday, Sunday, or day on which banking institutions in New York, New York or Columbus, Ohio are authorized or required by applicable law to remain closed.
(g) Any reference to a statute, regulation, or law shall include all amendments, modifications, and supplements thereto and any successor statute, regulation, or law.
(h) Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.
ARTICLE II — TRANSITION SERVICES
Section 2.1 — Services to Be Provided
(a) Subject to the terms and conditions of this Agreement, Service Provider shall provide to Service Recipient, or cause to be provided to Service Recipient, the Transition Services described in the Service Schedules attached hereto during the applicable Service Period for each such Transition Service. The Transition Services shall be provided in the following four categories:
(i) Information Technology Services, as more particularly described in Schedule A;
(ii) Accounting and Financial Reporting Services, as more particularly described in Schedule B;
(iii) Warehousing and Distribution Services, as more particularly described in Schedule C; and
(iv) Customer Service and Order Management Services, as more particularly described in Schedule D.
(b) The Transition Services relate exclusively to the operation of the CleanLeaf and PureHaven consumer product lines and the approximately one hundred forty-two (142) active stock-keeping units ("SKUs") comprising the Acquired Assets. The Transition Services are intended to support the continued business operations associated with the one hundred eighty-six (186) employees being transferred to Service Recipient in connection with the transactions contemplated by the Purchase Agreement (the "Transferred Employees") and the twenty-three (23) customer contracts being assigned to Service Recipient in connection therewith (the "Assigned Customer Contracts").
(c) Service Provider shall perform the Transition Services using the same general systems, processes, and infrastructure that Service Provider used in the ordinary course of business to support the CleanLeaf and PureHaven product lines prior to the Closing Date, except as otherwise agreed to in writing by the Parties or as reasonably necessary to reflect changes resulting from the separation of the Acquired Assets from Service Provider's continuing operations.
Section 2.2 — Standard of Service
(a) Service Provider shall perform each Transition Service in a manner substantially consistent with the nature, quality, and level of service provided by Service Provider with respect to the CleanLeaf and PureHaven product lines during the twelve (12)-month period immediately preceding the Closing Date (the "Historical Service Level"). Service Provider shall not be required to perform any Transition Service at a level materially higher than the Historical Service Level.
(b) Service Provider shall use commercially reasonable efforts to maintain adequate staffing levels, resources, systems, and infrastructure necessary to perform the Transition Services in accordance with this Agreement and the applicable Service Schedules. Service Provider shall allocate sufficient Service Provider Personnel to perform the Transition Services and shall ensure that such personnel possess the skills, experience, and qualifications reasonably necessary for the performance of the applicable Transition Services.
(c) Service Provider shall perform the Transition Services in compliance with all applicable federal, state, and local laws, rules, regulations, and orders, including, without limitation, applicable environmental, health, safety, employment, and data privacy laws and regulations.
(d) Service Provider shall not, without the prior written consent of Service Recipient, make any material changes to the systems, processes, procedures, or infrastructure used in the provision of the Transition Services that would reasonably be expected to adversely affect the quality, timeliness, or reliability of the Transition Services.
Section 2.3 — Excluded Services
(a) This Agreement does not obligate Service Provider to provide any services not expressly described in the Service Schedules or otherwise agreed to in writing by the Parties as Additional Services pursuant to Section 2.4. Any services that are Excluded Services shall not be deemed Transition Services for purposes of this Agreement.
(b) Without limiting the generality of the foregoing, Service Provider shall have no obligation under this Agreement to provide any services related to, or in support of, the Retained Business (i.e., the Commercial Janitorial Services Division) or any other business operations of Service Provider unrelated to the CleanLeaf and PureHaven product lines.
(c) Service Provider shall have no obligation under this Agreement to provide legal services, tax advisory services, investment advisory services, regulatory compliance advisory services, or any other professional advisory services. Service Recipient shall be solely responsible for obtaining such services from its own advisors and counsel.
Section 2.4 — Additional Services
(a) From time to time during the term of this Agreement, Service Recipient may request that Service Provider provide additional transition services that are not expressly described in the Service Schedules (each, an "Additional Service"). Any such request shall be submitted in writing to Service Provider's Transition Services Manager and shall include a reasonably detailed description of the requested additional service, the desired duration, and the anticipated scope.
(b) Service Provider shall consider each such request in good faith and shall use commercially reasonable efforts to accommodate reasonable requests for Additional Services; provided, however, that Service Provider shall have no obligation to provide any Additional Service if, in Service Provider's reasonable judgment, the provision of such service would (i) unreasonably interfere with Service Provider's own operations or the Retained Business, (ii) require Service Provider to retain or hire additional personnel, (iii) require Service Provider to acquire or license additional systems or equipment, or (iv) expose Service Provider to material risk or liability.
(c) If the Parties agree on the provision of an Additional Service, the scope, duration, service level, and pricing for such Additional Service shall be documented in a written change order substantially in the form attached hereto as Exhibit B (a "Change Order"), which shall be executed by the Transition Services Managers of both Parties. Upon execution, each Change Order shall be deemed an amendment to the applicable Service Schedule and shall be incorporated into and become a part of this Agreement.
Section 2.5 — Third-Party Services
(a) To the extent that any Transition Service is provided, in whole or in part, by a third-party contractor, vendor, or service provider on behalf of Service Provider, Service Provider shall remain fully responsible for the performance of such Transition Service in accordance with the terms and conditions of this Agreement, including the applicable Service Levels. Service Provider's use of any third-party contractor, vendor, or service provider shall not relieve Service Provider of any of its obligations under this Agreement.
(b) Service Provider shall use commercially reasonable efforts to maintain in full force and effect all existing contracts, agreements, and arrangements with third-party contractors, vendors, and service providers that are necessary for the provision of the Transition Services during the applicable Service Period. Service Provider shall promptly notify Service Recipient of any material changes to, or termination of, any such third-party arrangement that may adversely affect the provision of the Transition Services.
(c) Service Recipient acknowledges and agrees that certain third-party contracts and agreements used in connection with the Transition Services may not be assignable or transferable without the consent of the applicable third party. In particular, Service Recipient acknowledges that seven (7) of the twenty-three (23) Assigned Customer Contracts contain change-of-control, assignment consent, or anti-assignment provisions that may require the consent of the applicable customer to effectuate the assignment to Service Recipient. Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient in obtaining any such consents; provided, however, that Service Provider shall not be required to make any payments, incur any liabilities, or agree to any amendments or modifications to such contracts in connection therewith.
Section 2.6 — Access and Cooperation
(a) Service Recipient shall provide Service Provider with reasonable access to the following facilities, to the extent reasonably necessary for Service Provider to perform the Transition Services:
(i) the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Facility"); and
(ii) the distribution center located at 500 Commerce Boulevard, West Jefferson, OH 43162 (the "West Jefferson Distribution Center").
Such access shall be subject to Service Recipient's reasonable security, safety, and operational requirements and policies.
(b) Each Party shall designate an individual to serve as its Transition Services Manager, who shall serve as such Party's primary point of contact for all matters arising under this Agreement. The initial Transition Services Managers shall be:
(i) Service Recipient's Transition Services Manager: To be designated by Meridian Consumer Brands LLC. It is anticipated that Service Recipient's Transition Services Manager will be designated by Priya Anand, Chief Financial Officer, or her delegate. Service Recipient shall provide written notice to Service Provider of the identity and contact information of its Transition Services Manager within five (5) business days following the Closing Date.
(ii) Service Provider's Transition Services Manager: Janet Tsao, Vice President of Operations, Briarwood Home Essentials, Inc.
(c) Either Party may change its designated Transition Services Manager at any time by providing written notice to the other Party. Each Party's Transition Services Manager shall have the authority to make day-to-day operational decisions regarding the Transition Services, including the approval of Change Orders; provided, however, that neither Transition Services Manager shall have the authority to amend or waive any material term or condition of this Agreement without the prior written approval of such Party's authorized signatory.
(d) The Parties shall cooperate with each other in good faith and shall provide each other with such information, access, and assistance as may be reasonably necessary to facilitate the orderly provision and receipt of the Transition Services and the timely completion of the migration and transition activities contemplated by this Agreement.
ARTICLE III — SERVICE TERM AND TERMINATION
Section 3.1 — Service Period
(a) Each Transition Service shall commence on the Service Commencement Date (i.e., the Closing Date) and shall continue for the duration specified in the applicable Service Schedule, unless earlier terminated in accordance with this Article III. The maximum term for any individual Transition Service shall not exceed twelve (12) months following the Closing Date (the "Maximum Service Period").
(b) The Parties acknowledge that certain Transition Services may have shorter Service Periods than the Maximum Service Period, as specified in the individual Service Schedules. Without limiting the foregoing, the following Service Periods are currently contemplated:
(i) Information Technology Services (Schedule A): up to twelve (12) months;
(ii) Accounting and Financial Reporting Services (Schedule B): up to nine (9) months;
(iii) Warehousing and Distribution Services (Schedule C): up to six (6) months; and
(iv) Customer Service and Order Management Services (Schedule D): up to six (6) months.
(c) The expiration of the Service Period for any individual Transition Service shall not affect the continued provision of any other Transition Service for which the applicable Service Period has not yet expired.
Section 3.2 — Early Termination by Service Recipient
(a) Service Recipient may terminate any individual Transition Service (or any discrete component thereof), in whole or in part, at any time upon not less than thirty (30) days' prior written notice to Service Provider, specifying the Transition Service (or component thereof) to be terminated and the effective date of termination.
(b) Upon the effective date of such termination, Service Recipient's obligation to pay Monthly Service Fees for the terminated Transition Service (or component thereof) shall cease, subject to Service Recipient's obligation to reimburse Service Provider for wind-down costs in accordance with Section 5.3.
(c) If Service Recipient elects to terminate only a portion of a Transition Service, Service Provider shall, within ten (10) business days following receipt of such notice, provide Service Recipient with a revised pricing estimate reflecting the reduced scope of the remaining Transition Services. Service Recipient may, within five (5) business days following receipt of such revised estimate, either accept the revised pricing or withdraw its partial termination notice.
Section 3.3 — Termination for Cause
(a) Either Party may terminate this Agreement in its entirety, or may terminate any individual Transition Service, upon written notice to the other Party if:
(i) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party specifying in reasonable detail the nature of such breach; or
(ii) the other Party (A) voluntarily or involuntarily becomes subject to any proceeding under any domestic or foreign bankruptcy, insolvency, receivership, or similar law, (B) has a receiver, trustee, custodian, or similar official appointed for it or for a substantial part of its property, (C) makes a general assignment for the benefit of its creditors, (D) is dissolved or liquidated, or (E) ceases to conduct business in the ordinary course.
(b) Termination for cause pursuant to this Section 3.3 shall be without prejudice to, and shall not relieve the breaching Party of liability for, any damages, losses, costs, or expenses suffered or incurred by the non-breaching Party as a result of such breach, and all other remedies available to the non-breaching Party at law or in equity shall be preserved.
Section 3.4 — Termination of Agreement
This Agreement shall terminate in its entirety upon the earliest to occur of:
(a) the expiration or termination of all Service Periods for all Transition Services (including any Additional Services);
(b) the date that is twelve (12) months following the Closing Date (i.e., the expiration of the Maximum Service Period);
(c) the mutual written agreement of the Parties to terminate this Agreement; or
(d) termination for cause by either Party under Section 3.3.
Section 3.5 — Migration and Transition Plan
(a) Service Provider shall cooperate in good faith with Service Recipient to develop a Migration Plan for each Transition Service (or category of Transition Services), which Migration Plan shall be mutually agreed upon by the Parties within sixty (60) days following the Closing Date. Each Migration Plan shall set forth the activities, milestones, and timeline for the orderly transition of the applicable Transition Service from Service Provider to Service Recipient (or Service Recipient's designee).
(b) Each Migration Plan shall include, at a minimum, the following elements:
(i) a detailed timeline for the transition of the applicable Transition Service, including key milestones and target completion dates;
(ii) knowledge transfer requirements, including identification of key Service Provider Personnel with institutional knowledge relevant to the applicable Transition Service and a plan for the transfer of such knowledge to Service Recipient's personnel (including the Transferred Employees);
(iii) data migration protocols, including specifications for the format, media, and method of transfer of all data, records, and information related to the applicable Transition Service;
(iv) employee training plans, including identification of training requirements for Service Recipient's personnel who will assume responsibility for the applicable functions;
(v) testing milestones and acceptance criteria for confirming Service Recipient's readiness to assume responsibility for the applicable Transition Service; and
(vi) a schedule for the wind-down of Service Provider's involvement in the applicable Transition Service.
(c) Service Provider shall provide reasonable assistance during the wind-down of each Transition Service, including making available Service Provider Personnel with relevant knowledge and expertise for knowledge transfer sessions, responding to reasonable inquiries from Service Recipient's personnel (including the one hundred eighty-six (186) Transferred Employees), and providing documentation and training materials.
(d) In the event the Parties are unable to agree upon a Migration Plan within the sixty (60)-day period specified in Section 3.5(a), the matter shall be referred to the Transition Services Managers for resolution in accordance with the procedures set forth in Section 4.4.
Section 3.6 — Effect of Termination
(a) Termination or expiration of this Agreement (or any individual Transition Service) shall not affect the rights, obligations, or liabilities of the Parties that have accrued prior to such termination or expiration, including, without limitation, the obligation of Service Recipient to pay any Monthly Service Fees or wind-down costs that are due and owing as of the date of such termination or expiration and the obligation of Service Provider to deliver any data, records, or other materials required to be delivered to Service Recipient under this Agreement.
(b) The following provisions of this Agreement shall survive the termination or expiration of this Agreement: Article VII (Confidentiality), Article VIII (Representations and Warranties), Article IX (Indemnification and Liability), Article X (Dispute Resolution), and Section 11.5 (Entire Agreement), together with any other provisions of this Agreement that by their nature or terms are intended to survive termination or expiration.
ARTICLE IV — SERVICE LEVELS AND PERFORMANCE STANDARDS
Section 4.1 — Service Levels
(a) Service Provider shall perform each Transition Service in accordance with the Service Levels specified in the applicable Service Schedule. The Service Levels are intended to establish minimum performance standards for the Transition Services and are not intended to guarantee any particular outcome or result.
(b) Where no specific Service Level is identified in the applicable Service Schedule for a particular Transition Service (or component thereof), Service Provider shall perform such Transition Service in a manner consistent with the standard described in Section 2.2 (i.e., in a manner substantially consistent with the nature, quality, and level of service provided by Service Provider during the twelve (12)-month period immediately preceding the Closing Date).
Section 4.2 — Service Level Failures
(a) If Service Provider fails to meet a Service Level for any Transition Service for a period of five (5) or more consecutive business days, Service Recipient shall provide written notice to Service Provider specifying the nature of the Service Level failure, the affected Transition Service, and the dates on which the failure occurred or commenced (a "Service Level Failure Notice").
(b) Service Provider shall have fifteen (15) business days from receipt of a Service Level Failure Notice to cure the Service Level failure identified therein (the "Cure Period"). During the Cure Period, Service Provider shall use commercially reasonable efforts to remediate the Service Level failure, including, without limitation, allocating additional Service Provider Personnel or resources to the affected Transition Service.
(c) If Service Provider fails to cure a Service Level failure within the Cure Period, Service Recipient may, at its sole option:
(i) reduce the Monthly Service Fee proportionately for the affected Transition Service for each month (or portion thereof) during which the Service Level failure continues, with such reduction to be calculated based on the relative value of the affected component of the Transition Service to the total Monthly Service Fee for the applicable Service Schedule; or
(ii) terminate the affected Transition Service, in whole or in part, without further obligation to Service Provider with respect to such terminated Transition Service (other than the obligation to pay for services properly performed prior to the effective date of termination and any wind-down costs payable under Section 5.3).
(d) The remedies set forth in this Section 4.2 shall be in addition to, and not in lieu of, any other remedies available to Service Recipient under this Agreement, at law, or in equity.
Section 4.3 — Reporting
(a) Service Provider shall deliver to Service Recipient monthly reports summarizing the Transition Services performed during the preceding calendar month (each, a "Monthly Service Report"). Each Monthly Service Report shall include, at a minimum:
(i) a description of the Transition Services performed during the applicable month, organized by Service Schedule;
(ii) a summary of Service Level compliance for each Transition Service, including a comparison of actual performance against the applicable Service Level;
(iii) a description of any material issues, incidents, or service disruptions that occurred during the applicable month;
(iv) a description of any anticipated changes to the Transition Services, staffing, systems, or third-party arrangements; and
(v) an update on the status of the Migration Plan and any upcoming migration milestones.
(b) Monthly Service Reports shall be delivered to Service Recipient's Transition Services Manager within ten (10) business days following the end of each calendar month. Service Provider shall deliver the first Monthly Service Report within ten (10) business days following the end of the first full calendar month after the Closing Date.
(c) Service Recipient shall have the right to request additional reporting or information regarding the Transition Services at any time upon reasonable notice, and Service Provider shall use commercially reasonable efforts to accommodate such requests.
Section 4.4 — Dispute Resolution for Service Level Issues
(a) In the event of a dispute regarding Service Level compliance, the characterization of a Service Level failure, the appropriateness of a proposed fee reduction, or any other performance-related matter arising under this Article IV, the Transition Services Managers shall meet and confer in good faith, either in person or by videoconference, within ten (10) business days following the date on which either Party provides written notice of such dispute to the other Party.
(b) If the Transition Services Managers are unable to resolve the dispute within the ten (10)-business-day period described in Section 4.4(a), the dispute shall be escalated to the following senior management representatives:
(i) for Service Recipient: Gareth Holloway, CEO and Managing Member, Meridian Consumer Brands LLC; and
(ii) for Service Provider: Malcolm Greer, President, Briarwood Home Essentials, Inc.
(c) Such senior management representatives shall have fifteen (15) additional business days to resolve the dispute in good faith. If the dispute remains unresolved at the conclusion of such period, the dispute shall be resolved in accordance with Article X (Dispute Resolution).
ARTICLE V — FEES AND PAYMENT
Section 5.1 — Service Fees
(a) In consideration of the provision of the Transition Services, Service Recipient shall pay to Service Provider the Monthly Service Fees for each Transition Service as calculated in accordance with this Section 5.1 and the applicable Service Schedule.
(b) Monthly Service Fees shall be calculated on a cost-plus basis, as follows: Service Provider's actual direct costs of providing each Transition Service during the applicable calendar month (including, without limitation, allocated personnel costs for Service Provider Personnel engaged in providing such Transition Service, third-party vendor and contractor fees, and direct materials and supplies), plus a markup of five percent (5%) of such actual direct costs (the "Markup"). For the avoidance of doubt, "actual direct costs" shall not include any allocation of Service Provider's general corporate overhead, executive compensation, or other indirect costs that are not directly attributable to the provision of the Transition Services.
(c) The aggregate estimated Monthly Service Fee across all Transition Services is estimated to be in the range of One Hundred Fifty Thousand Dollars ($150,000) to Two Hundred Fifty Thousand Dollars ($250,000) per month, depending on the scope and volume of services required. The final Monthly Service Fee for each calendar month shall be determined based on the actual services performed and costs incurred during such month, calculated in accordance with the applicable Service Schedules.
(d) In the event the Closing Date occurs on a date other than the first day of a calendar month, the Monthly Service Fee for the first and last months of any Service Period shall be prorated on a per diem basis.
Section 5.2 — Invoicing and Payment
(a) Service Provider shall submit monthly invoices to Service Recipient within fifteen (15) days following the end of each calendar month during which Transition Services were performed. Each invoice shall be prepared substantially in the form set forth in Exhibit A and shall include reasonable detail of the following:
(i) the Transition Services performed during the applicable calendar month, itemized by Service Schedule (Schedules A, B, C, and D);
(ii) the hours of Service Provider Personnel allocated to each category of Transition Services, broken down by personnel category (e.g., management, technical, administrative);
(iii) third-party vendor and contractor costs incurred in connection with the Transition Services, with supporting documentation;
(iv) direct materials and supplies costs;
(v) the calculation of the five percent (5%) Markup; and
(vi) the total Monthly Service Fee for the applicable calendar month.
(b) Service Recipient shall pay each undisputed invoice within thirty (30) days of receipt. Payments shall be made by wire transfer of immediately available funds to the bank account designated by Service Provider in writing. Late payments (other than disputed amounts) shall bear interest at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, if lower), calculated from the date such payment was due until the date of actual payment.
(c) All invoices shall be sent to:
Meridian Consumer Brands LLC 440 Park Avenue South, 18th Floor New York, NY 10016
Attention: Priya Anand, Chief Financial Officer
With a copy to: Diana Ressler, General Counsel (at the same address)
Section 5.3 — Wind-Down Costs
(a) Upon the early termination of any Transition Service pursuant to Section 3.2, Service Recipient shall reimburse Service Provider for all reasonable, documented, non-cancellable costs incurred by Service Provider in connection with the terminated Transition Service (the "Wind-Down Costs"); provided, that such costs (i) are directly attributable to the provision of the terminated Transition Service, (ii) were incurred by Service Provider prior to or in connection with the termination, and (iii) cannot reasonably be avoided, mitigated, or reallocated by Service Provider to other purposes, including the Retained Business.
(b) In no event shall the aggregate Wind-Down Costs payable by Service Recipient with respect to the termination of any individual Transition Service exceed an amount equal to one (1) month's Monthly Service Fee for such Transition Service (calculated based on the most recent full month's invoice for such service).
(c) Service Provider shall submit an invoice for Wind-Down Costs within thirty (30) days following the effective date of termination of the applicable Transition Service, accompanied by reasonable supporting documentation. Service Recipient shall pay such invoice within thirty (30) days of receipt, subject to Service Recipient's right to dispute any portion thereof in accordance with Section 5.5.
Section 5.4 — Taxes
(a) All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any and all applicable sales taxes, use taxes, value-added taxes, goods and services taxes, and similar transaction-based taxes or assessments (collectively, "Transaction Taxes"). Service Recipient shall be solely responsible for the payment of all Transaction Taxes imposed on or with respect to the Transition Services.
(b) Notwithstanding the foregoing, Service Recipient shall not be responsible for any income taxes, franchise taxes, or similar taxes imposed on Service Provider's net income or profits arising from the Monthly Service Fees or other amounts received by Service Provider under this Agreement. Such taxes shall be the sole responsibility of Service Provider.
(c) If Service Provider is required by applicable law to collect any Transaction Taxes from Service Recipient, Service Provider shall separately state such taxes on the applicable invoice and Service Recipient shall remit such taxes to Service Provider together with the Monthly Service Fee payment.
Section 5.5 — Disputed Amounts
(a) If Service Recipient in good faith disputes any portion of an invoice submitted by Service Provider under this Article V, Service Recipient shall (i) pay the undisputed portion of such invoice in accordance with Section 5.2(b), and (ii) deliver written notice to Service Provider, within the thirty (30)-day payment period, specifying in reasonable detail the disputed amount, the nature of the dispute, and the basis for Service Recipient's objection.
(b) Disputed amounts shall first be referred to the Transition Services Managers for resolution in accordance with the procedures set forth in Section 4.4. If the Transition Services Managers are unable to resolve the dispute within the applicable time periods set forth therein, the dispute shall be resolved in accordance with Article X (Dispute Resolution).
(c) No interest shall accrue on disputed amounts that are ultimately determined (whether by agreement of the Parties or by a court of competent jurisdiction) to be owed by Service Recipient, provided that Service Recipient shall pay such amounts within ten (10) business days following the resolution of the dispute. Interest shall accrue at the rate specified in Section 5.2(b) on any disputed amounts that are ultimately determined to have been improperly withheld by Service Recipient.
ARTICLE VI — INTELLECTUAL PROPERTY AND DATA
Section 6.1 — Intellectual Property Ownership
(a) Nothing in this Agreement shall be construed to transfer, convey, or assign any intellectual property rights from one Party to the other, except as expressly provided in the Purchase Agreement and that certain intellectual Property Assignment Agreement by and between the Parties, dated as of the Closing Date (the "IP Assignment Agreement"), which conveys from Service Provider to Service Recipient all right, title, and interest in and to the CleanLeaf and PureHaven trademarks, trade dress, domain names, formulation trade secrets, and other intellectual property assets associated with the Acquired Assets, as more particularly described therein.
(b) Service Provider acknowledges and agrees that, following the Closing, all right, title, and interest in and to the CleanLeaf and PureHaven trademarks, trade dress, logos, domain names, product formulations, trade secrets, copyrights, and all other intellectual property rights associated with the CleanLeaf and PureHaven product lines (collectively, the "Product Line IP") shall be owned exclusively by Service Recipient. Service Provider shall not acquire any rights in the Product Line IP by virtue of performing the Transition Services.
(c) Service Recipient acknowledges and agrees that all intellectual property rights owned by Service Provider that are not part of the Product Line IP (including, without limitation, intellectual property associated with the Retained Business and Service Provider's general corporate systems, processes, and know-how) shall remain the exclusive property of Service Provider.
Section 6.2 — License to Use IP During Service Period
(a) Service Recipient hereby grants to Service Provider a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the CleanLeaf and PureHaven trademarks, trade dress, and related intellectual property solely to the extent necessary for Service Provider to perform the Transition Services during the applicable Service Period.
(b) Service Provider shall use the Product Line IP only in a manner consistent with Service Provider's use thereof during the twelve (12)-month period immediately preceding the Closing Date and shall comply with any reasonable brand guidelines or quality control standards communicated by Service Recipient.
(c) The license granted pursuant to this Section 6.2 shall terminate automatically, without further action by either Party, upon the expiration or termination of the applicable Transition Service for which such intellectual property was used. Upon such termination, Service Provider shall immediately cease all use of the Product Line IP and shall remove or delete the Product Line IP from all materials, systems, and records in Service Provider's possession or control (except to the extent retention is required to comply with legal hold or record retention requirements).
Section 6.3 — Data Ownership and Access
(a) All data, records, customer information, supplier information, financial records, product specifications, formulation data, and other business records related to the CleanLeaf and PureHaven product lines (collectively, "Product Line Data"), including, without limitation, data related to the approximately one hundred forty-two (142) active SKUs and the twenty-three (23) Assigned Customer Contracts, are and shall remain the sole and exclusive property of Service Recipient following the Closing.
(b) Service Provider shall provide Service Recipient with full and unrestricted access to all Product Line Data during the applicable Service Period, in such formats and through such systems as Service Recipient may reasonably request. Service Provider shall not withhold, restrict, or condition access to Product Line Data on any basis, except as required by applicable law.
(c) Upon the termination or expiration of this Agreement (or any individual Transition Service), Service Provider shall promptly deliver to Service Recipient all Product Line Data in Service Provider's possession or control, in such electronic and physical formats as Service Recipient may reasonably request. The procedures, formats, and timelines for such data delivery shall be governed by the applicable Migration Plan developed pursuant to Section 3.5.
(d) Following the delivery of Product Line Data to Service Recipient, Service Provider shall, at Service Recipient's election, either return or destroy all copies of Product Line Data in Service Provider's possession or control (excluding copies retained pursuant to legal hold or record retention requirements), and shall certify in writing to Service Recipient that such return or destruction has been completed.
Section 6.4 — Data Security
(a) Service Provider shall maintain commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Product Line Data and any other data processed, stored, or transmitted by Service Provider in connection with the Transition Services. Such safeguards shall be no less protective than the safeguards maintained by Service Provider during the twelve (12)-month period immediately preceding the Closing Date.
(b) Service Provider shall promptly (and in any event within forty-eight (48) hours) notify Service Recipient in writing of any actual or reasonably suspected data breach, security incident, unauthorized access, or unauthorized disclosure affecting Product Line Data or any other data related to the Acquired Assets (each, a "Security Incident"). Such notice shall include, to the extent known, a description of the nature and scope of the Security Incident, the data affected, the date(s) of the Security Incident, the actions taken or proposed to be taken to mitigate the impact, and the identity of any third parties involved.
(c) Service Provider shall cooperate with Service Recipient in investigating and responding to any Security Incident and shall take all reasonable steps to contain, remediate, and prevent the recurrence of such Security Incident. Service Provider shall be responsible for any costs or expenses arising from a Security Incident to the extent caused by Service Provider's failure to maintain commercially reasonable security safeguards.
ARTICLE VII — CONFIDENTIALITY
Section 7.1 — Confidential Information
(a) Each Party acknowledges that, in connection with the performance of this Agreement, it may have access to, receive, or otherwise be exposed to confidential, proprietary, or trade secret information of the other Party. As used in this Agreement, "Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement or the Transition Services, including, without limitation:
(i) the terms and conditions of this Agreement and the Purchase Agreement;
(ii) pricing, fee, and cost information;
(iii) customer lists, customer data, and customer relationship information;
(iv) product formulations, specifications, manufacturing processes, and trade secrets;
(v) financial data, projections, budgets, and business plans;
(vi) personnel information, compensation data, and organizational structure;
(vii) technology, software, systems, and infrastructure information; and
(viii) any other proprietary business, technical, or operational information.
(b) Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by contemporaneous written records, (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (iv) is disclosed to the Receiving Party by a third party without breach of any obligation of confidentiality.
(c) The Parties acknowledge and agree that the confidentiality provisions set forth in the Letter of Intent dated March 28, 2022 (the "LOI") and in the Purchase Agreement remain in full force and effect and are not superseded by this Agreement. To the extent of any conflict between the confidentiality provisions of this Agreement and those of the LOI or the Purchase Agreement, the more protective provision shall govern.
Section 7.2 — Non-Disclosure Obligations
(a) Each Party, as Receiving Party, shall (i) hold the Disclosing Party's Confidential Information in strict confidence, (ii) not disclose the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party, and (iii) not use the Disclosing Party's Confidential Information for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement.
(b) Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information (i) to its directors, officers, employees, and agents who have a need to know such information in connection with this Agreement and who are bound by obligations of confidentiality no less restrictive than those set forth herein, (ii) to its professional advisors, including, in the case of Service Recipient, Calderwood & Harkness LLP, and, in the case of Service Provider, Caldwell, Pruitt & Shaw LLP, in each case on a need-to-know basis, or (iii) as required by applicable law, regulation, or legal process, provided that the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
(c) Each Party shall be responsible for any breach of this Article VII by its directors, officers, employees, agents, and advisors.
Section 7.3 — Return of Confidential Information
Upon the termination or expiration of this Agreement, each Party shall, at the Disclosing Party's election, promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, together with all copies, summaries, abstracts, and reproductions thereof, and shall certify in writing to the Disclosing Party that such return or destruction has been completed. Notwithstanding the foregoing, each Party may retain (i) copies of Confidential Information to the extent required to comply with applicable legal hold obligations, regulatory requirements, or bona fide record retention policies, and (ii) copies of Confidential Information contained in archived electronic backup systems in accordance with such Party's ordinary course data retention procedures, provided that any such retained Confidential Information shall remain subject to the confidentiality obligations set forth in this Article VII for so long as it is retained.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.1 — Mutual Representations
Each Party hereby represents and warrants to the other Party as follows:
(a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Service Provider is an Ohio corporation in good standing under the laws of the State of Ohio. Service Recipient is a Delaware limited liability company in good standing under the laws of the State of Delaware.
(b) Power and Authority. Such Party has the requisite corporate or limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement.
(c) Due Authorization. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate or limited liability company action on the part of such Party, and no other proceedings or approvals are necessary to authorize the execution, delivery, and performance of this Agreement.
(d) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Party do not and will not (i) violate the organizational documents of such Party, (ii) violate any applicable law, rule, or regulation, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement to which such Party is a party.
Section 8.2 — Service Provider Representations
Service Provider hereby additionally represents and warrants to Service Recipient as follows:
(a) Qualified Personnel. The Transition Services shall be performed by qualified Service Provider Personnel who possess the appropriate skills, experience, and qualifications necessary for the competent performance of the applicable Transition Services.
(b) Right to Provide. Service Provider has the right to use, access, and provide the systems, tools, software, equipment, facilities, and other resources necessary to perform the Transition Services in accordance with this Agreement, and the use of such resources for the provision of the Transition Services does not violate any third-party intellectual property rights or any license, contract, or agreement to which Service Provider is a party.
(c) No Violation of Existing Agreements. The performance of the Transition Services by Service Provider will not violate, conflict with, or result in a breach of any agreement, contract, or arrangement to which Service Provider is a party or by which Service Provider or its assets are bound.
Section 8.3 — Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VIII, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRANSITION SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE TRANSITION SERVICES ARE PROVIDED ON AN "AS IS" BASIS, CONSISTENT WITH SERVICE PROVIDER'S PAST PRACTICE WITH RESPECT TO THE CLEANLAF AND PUREHAVEN PRODUCT LINES DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE CLOSING DATE. SERVICE PROVIDER DOES NOT WARRANT THAT THE TRANSITION SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF DEFECTS.
ARTICLE IX — INDEMNIFICATION AND LIABILITY
Section 9.1 — Indemnification by Service Provider
Service Provider shall indemnify, defend, and hold harmless Service Recipient and its affiliates, members (including Lakepoint Capital Partners, LP), managers, officers, directors, employees, agents, successors, and assigns (each, a "Service Recipient Indemnified Party" and collectively, the "Service Recipient Indemnified Parties") from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) (collectively, "Losses") arising out of or relating to:
(a) any material breach by Service Provider of any representation, warranty, covenant, or obligation of Service Provider under this Agreement;
(b) the gross negligence or willful misconduct of Service Provider or any Service Provider Personnel in the performance of the Transition Services; or
(c) any third-party claim, suit, action, or proceeding arising out of or relating to the performance of the Transition Services, to the extent such claim is caused by or attributable to the acts or omissions of Service Provider or Service Provider Personnel.
Section 9.2 — Indemnification by Service Recipient
Service Recipient shall indemnify, defend, and hold harmless Service Provider and its officers, directors, shareholders (including Malcolm Greer), employees, agents, successors, and assigns (each, a "Service Provider Indemnified Party" and collectively, the "Service Provider Indemnified Parties," and together with the Service Recipient Indemnified Parties, the "Indemnified Parties") from and against any and all Losses arising out of or relating to:
(a) any material breach by Service Recipient of any representation, warranty, covenant, or obligation of Service Recipient under this Agreement;
(b) Service Recipient's use of the Transition Services, including any use or application of the output, data, or results of the Transition Services by Service Recipient or any third party acting on Service Recipient's behalf; or
(c) Service Recipient's instructions to Service Provider in connection with the performance of the Transition Services, to the extent such instructions result in third-party claims, suits, actions, or proceedings and the Losses arising therefrom are attributable to such instructions rather than to Service Provider's own independent acts or omissions.
Section 9.3 — Limitation of Liability
(a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3(c), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSITION SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3(c), SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS, LOSSES, AND DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT OF MONTHLY SERVICE FEES ACTUALLY PAID BY SERVICE RECIPIENT TO SERVICE PROVIDER DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR SERIES OF RELATED EVENTS GIVING RISE TO SUCH LIABILITY (OR, IF LESS THAN TWELVE (12) MONTHS HAVE ELAPSED SINCE THE SERVICE COMMENCEMENT DATE, THE TOTAL AMOUNT OF MONTHLY SERVICE FEES ACTUALLY PAID AS OF THE DATE OF SUCH EVENT).
(c) The limitations set forth in Sections 9.3(a) and 9.3(b) shall not apply to: (i) liability arising from a Party's gross negligence or willful misconduct, (ii) liability arising from a breach of Article VII (Confidentiality), (iii) a Party's indemnification obligations under Section 9.1(b) or Section 9.2(a) to the extent arising from willful or intentional breaches, or (iv) a Party's obligation to pay Monthly Service Fees or other amounts expressly due and payable under this Agreement.
Section 9.4 — Relationship to Purchase Agreement Indemnification
(a) The Parties acknowledge and agree that the indemnification provisions of this Agreement are separate from and independent of, and in addition to, the indemnification provisions set forth in the Purchase Agreement. The Purchase Agreement provides for, among other things, (i) a general indemnification cap of Thirty-Three Million Two Hundred Fifty Thousand Dollars ($33,250,000), representing thirty-five percent (35%) of the Ninety-Five Million Dollar ($95,000,000) Purchas

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