Common use of Service Locations Clause in Contracts

Service Locations. The Services (other than shared or centralized custody functions within Provider or technology infrastructure, development or support) will be provided initially from locations identified by Provider as of the Effective Date. In conjunction with the audit processes described in Section 17, Provider will meet with BFA annually at an agreed upon date to review how the Services are provided from various locations and to address any inquiries BFA may have with respect thereto. Provider will provide from time to time upon request from BFA an updated list containing information regarding the locations from which the various components of the Services are provided. Additionally, Provider shall not perform any part of the Services in a country other than the countries identified by Provider as of the Effective Date as being locations from which the Services will be provided (a “New Country Location”) unless, notwithstanding applicable Law in that country, Provider is able to comply with the requirements of this Agreement relating to protection of BFA Data, including the requirements set forth in Exhibit D (which, for the avoidance of doubt, does not apply to the use of Eligible Foreign Sub-Custodians). Provider shall consult with BFA in advance of performing a material part of the Services in a New Country Location and provide reasonable assurances to BFA of its ability to comply with those requirements. Furthermore, Provider shall not transfer a material part of the Core Services to a location outside the United States of America without BFA’s prior approval, which approval shall not be denied if BFA is reasonably satisfied that the personnel who will be providing the Core Services so transferred will be suitably qualified, trained and supervised. In this regard, if BFA does not object within sixty (60) days from its receipt of notice of the proposed transfer of the Core Services, BFA will have been deemed to have consented to any such proposed changes. Notwithstanding the foregoing, consistent with Provider’s business continuity planning, Provider may in its sole discretion without advance notice use a different location to provide Services if Provider determines such action is necessary or prudent to prevent business disruption.

Service Locations. The Services (other than shared or centralized custody functions within Provider or technology infrastructure, development or support) will be provided initially from locations identified by Provider as of the Effective Date. In conjunction with the audit processes described in Section 17, Provider will meet with BFA annually at an agreed upon date to review how the Services are provided from various locations and to address any inquiries BFA may have with respect thereto. Provider will provide from time to time upon request from BFA an updated list containing information regarding the locations from which the various components of the Services are provided. Additionally, Provider shall not perform any part of the Services in a country other than the countries identified by Provider as of the Effective Date as being locations from which the Services will be provided (a “New Country Location”) unless, notwithstanding applicable Law in that country, Provider is able to comply with the requirements of this Agreement relating to protection of BFA Data, including the requirements set forth in Exhibit D (which, for the avoidance of doubt, does not apply to the use of Eligible Foreign Sub-Custodians). D. Provider shall consult with BFA in advance of performing a material part of the Services in a New Country Location and provide reasonable assurances to BFA of its ability to comply with those requirements. Furthermore, Provider shall not transfer a material part of the Core Services to a location outside the United States of America without BFA’s prior approval, which approval shall not be denied if BFA is reasonably satisfied that the personnel who will be providing the Core Services so transferred will be suitably qualified, trained and supervised. In this regard, if BFA does not object within sixty (60) days from its receipt of notice of the proposed transfer of the Core Services, BFA will have been deemed to have consented to any such proposed changes. Notwithstanding the foregoing, consistent with Provider’s business continuity planning, Provider may in its sole discretion without advance notice use a different location to provide Services if Provider determines such action is necessary or prudent to prevent business disruption.. Master Services Agreement CONFIDENTIAL

Service Locations. The On the Reference Date, the Services (other than shared or centralized custody functions within Provider or technology infrastructure, development or support) will shall be provided initially from locations identified by Provider as of (1) the Effective Date. In conjunction with the audit processes described in Section 17, Provider will meet with BFA annually at an agreed upon date to review how the Services are provided from various locations and to address any inquiries BFA may have with respect thereto. Provider will provide from time to time upon request from BFA an updated list containing information regarding the locations from which the various components of the Services are provided. Additionally, Provider shall not perform any part of the Services in a country other than the countries identified by Provider as of the Effective Date as being locations from which the Services will be provided (a “New Country Location”) unless, notwithstanding applicable Law in that country, Provider is able to comply with the requirements of this Agreement relating to protection of BFA Data, including the requirements VMU Sites set forth in Exhibit D on Schedule I, (which2) the IBM Service Locations set forth on Schedule I; and/or (3) any other data center or location designated by VMU or IBM; provided, for the avoidance of doubthowever, does not apply to the use of Eligible Foreign Sub-Custodians). Provider shall consult with BFA in advance of performing a material part of the Services in a New Country Location and provide reasonable assurances to BFA of its ability to comply with those requirements. Furthermore, Provider shall not transfer a material part of the Core Services to a that any such other IBM designated data center or location outside the United States of America without BFA’s prior approvalmust be approved by VMU, which approval shall not be denied if BFA is reasonably satisfied unreasonably withheld ((1), (2), and (3) collectively, the “Service Locations”). Any request by IBM to relocate the Services to any other data center or location shall designate the proposed location for performance of such Services in a written notice to VMU. IBM shall remain responsible for compliance with all of its obligations under this Agreement with respect to the relocated Services, and shall ensure that the personnel who will any such relocation does not adversely affect VMU. Any such relocation shall be providing the Core Services so transferred will at IBM’s sole expense, and VMU shall not be suitably qualifiedresponsible for any such expenses incurred, trained and supervisedincluding increased operational costs of IBM. In this regard, if BFA does not object within sixty (60) days from its receipt of notice of the proposed transfer of the Core Services, BFA will have been deemed to have consented to no event shall VMU be responsible for increases in Charges based upon any such proposed changesrelocation. IBM shall be responsible for complying with all IBM Regulatory Requirements with respect to its relocation effort and the provision of Services from the data center or location to which such Services are relocated. Notwithstanding the foregoing, consistent with Provider’s business continuity planning, Provider may all Services provided hereunder shall be performed in its sole discretion without advance notice use a different location the United States unless specifically stated otherwise in the Statements of Work. If IBM elects to provide Services if Provider determines such action from outside of the United States, without limitation of this Section 7.1, IBM shall be responsible for compliance with all United States export laws or the applicable country of origin and import laws of the location from which Services will be performed. VMU will cooperate and provide information in its possession reasonably requested by IBM that is necessary or prudent for IBM’s compliance with export laws. IBM shall demonstrate to prevent business disruptionVMU, as part of its request for approval of relocation of Services to an IBM Service Location outside of the United States, the safeguards established by IBM to ensure that VMU will not be adversely affected by such relocation, including representations regarding availability and competency of IBM Personnel at such IBM Service Location and that IBM has otherwise complied with this Section 7.1. IBM shall take appropriate actions so that VMU’s Intellectual Property rights will not be jeopardized and can be protected under local Applicable Laws.

Service Locations. The Services (other than shared or centralized custody functions within Provider or technology infrastructure, development or support) will be provided initially from locations identified by Provider as of the Effective Date. In conjunction with the audit processes described in Section 17, Provider will meet with BFA annually at an agreed upon date to review how the Services are provided from various locations and to address any inquiries BFA may have with respect thereto. Provider will provide from time to time upon request from BFA an updated list containing information regarding the locations from which the various components of the Services are provided. Additionally, Provider shall not perform any part of the Services in a country other than the countries identified by Provider as of the Effective Date as being locations from which the Services will be provided (a “New Country Location”) unless, notwithstanding applicable Law in that country, Provider is able to comply with the requirements of this Agreement relating to protection of BFA Data, including the requirements set forth in Exhibit D (which, for the avoidance of doubt, does not apply to the use of Eligible Foreign Sub-Custodians). D. Provider shall consult with BFA in advance of performing a material part of the Services in a New Country Location and provide reasonable assurances to BFA of its ability to comply with those requirements. Furthermore, Provider shall not transfer a material part of the Core Services to a location outside the United States of America without BFA’s prior approval, which approval shall not be denied if BFA is reasonably satisfied that the personnel who will be providing the Core Services so transferred will be suitably qualified, trained and supervised. In this regard, if BFA does not object within sixty (60) days from its receipt of notice of the proposed transfer of the Core Services, BFA will have been deemed to have consented to any such proposed changes. Notwithstanding the foregoing, consistent with Provider’s business continuity planning, Provider may in its sole discretion without advance notice use a different location to provide Services if Provider determines such action is necessary or prudent to prevent business disruption.. Master Services Agreement