Common use of Changes to Fee Schedule Clause in Contracts

Changes to Fee Schedule. 7.3.1 Either Party may propose a Fee Schedule change if (i) changes in Applicable Law, Client demands, Performance Metrics, or best practices, as determined by Firm or Provider, materially changes Services required so as to increase or decrease materially the cost of providing the Services; or (ii) the cost to provide the Services increases or decreases materially, whether as a result of increases or decreases in fees charged by third Parties or as a result of an increase or decrease in the volume of Services provided, whether affecting Provider, the industry in which Provider participates or the national, regional or global economy generally. In determining whether there should be a change to the Fee Schedule, all changes in Services or the cost to provide Services shall be considered cumulatively until there is a change to the Fee Schedule reflecting such change. 7.3.2 The Party proposing an adjustment to the Fee Schedule must provide the other Party written notice setting forth the proposed adjustment and the facts or circumstances together with reasonable supporting information to support the proposed adjustment. Such notice may be provided by (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇ or a person designated by ▇▇. ▇▇▇▇▇ on behalf of the Firm and (ii) a person designated by majority vote of the members of the Board of Managers of the Provider (who are not an owner, officer, employee or agent of the Firm) shall be authorized to negotiate on behalf of Provider. The Fee Schedule may not be adjusted more than twice each calendar year. 7.3.3 In the event that Firm and Provider wish to amend the Fee Schedule, the Parties agree to act in good faith and to use commercially reasonable efforts to seek to reach an agreement mutually satisfactory to the Parties in connection with any proposed amendment to the Fee Schedule that is permitted by this Article VII. In the event that ▇▇▇▇▇ ▇. ▇▇▇▇▇ is the Chief Executive Officer of the Provider, a person designated by majority vote of the members of the Board of Managers of the Provider (other than ▇▇▇▇▇ ▇. ▇▇▇▇▇ or any other owner, officer or employee or agent of the Firm) shall be authorized to negotiate on behalf of Provider. If the Parties are unable to reach agreement on any such proposed adjustment within sixty (60) days after notice of such proposed adjustment, the Parties will cause promptly thereafter a nationally recognized independent firm of public accountants (the “Arbitrator”) reasonably satisfactory to both Parties to make a determination in writing, within thirty (30) days, of the appropriate amendment to the Fee Schedule, which determination shall be binding on the Parties. The Arbitrator’s determination shall be made based upon the amount it reasonably determines is required to fairly compensate Provider for the Services to be provided, taking into consideration the relevant reasonable economic expectations of each of the Parties when they entered into this Agreement and the economic needs of the Firm in order for it to provide Legal Services to its Clients in accordance with Applicable Law. The fees and expenses of the Arbitrator shall be allocated equally between Provider and Firm. Each Party agrees that it will, and each agrees to cause the Arbitrator to, cooperate in the determination of any such adjustment to the Fee Schedule, including making available to the other party and to the Arbitrator, to the extent necessary, any books, personnel , records and work papers.

Changes to Fee Schedule. 7.3.1 Either Party may propose a Fee Schedule change if (i) changes in Applicable Law, Client demands, Performance Metrics, or best practices, as determined by Firm or Provider, materially changes Services required so as to increase or decrease materially the cost of providing the Services; or (ii) the cost to provide the Services increases or decreases materially, whether as a result of increases or decreases in fees charged by third Parties or as a result of an increase or decrease in the volume of Services provided, whether affecting Provider, the industry in which Provider participates or the national, regional or global economy generally. In determining whether there should be a change to the Fee Schedule, all changes in Services or the cost to provide Services shall be considered cumulatively until there is a change to the Fee Schedule reflecting such change. 7.3.2 The Party proposing an adjustment to the Fee Schedule must provide the other Party written notice setting forth the proposed adjustment and the facts or circumstances together with reasonable supporting information to support the proposed adjustment. Such notice may be provided by (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇ or a person designated by ▇▇. ▇▇▇▇▇ on behalf of the Firm and (ii) a person designated by majority vote of the members of the Board of Managers of the Provider (who are not an owner, officer, employee or agent of the Firm) shall be authorized to negotiate on behalf of Provider. The Fee Schedule may not be adjusted more than twice each calendar year. 7.3.3 In the event that Firm and Provider wish to amend the Fee Schedule, the Parties agree to act in good faith and to use commercially reasonable efforts to seek to reach an agreement mutually satisfactory to the Parties in connection with any proposed amendment to the Fee Schedule that is permitted by this Article VII. In the event that ▇▇▇▇▇ ▇. ▇▇▇▇▇ is the Chief Executive Officer of the Provider, a person designated by majority vote of the members of the Board of Managers of the Provider (other than ▇▇▇▇▇ ▇. ▇▇▇▇▇ or any other owner, officer or employee or agent of the Firm) shall be authorized to negotiate on behalf of Provider. If the Parties are unable to reach agreement on any such proposed adjustment within sixty (60) days after notice of such proposed adjustment, the Parties will cause promptly thereafter a nationally recognized independent firm of public accountants (the “Arbitrator”) reasonably satisfactory to both Parties to make a determination in writing, within thirty (30) days, of the appropriate amendment to the Fee ** Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request by DJSP Enterprises, Inc. to the Secretary of the Commission for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. Schedule, which determination shall be binding on the Parties. The Arbitrator’s determination shall be made based upon the amount it reasonably determines is required to fairly compensate Provider for the Services to be provided, taking into consideration the relevant reasonable economic expectations of each of the Parties when they entered into this Agreement and the economic needs of the Firm in order for it to provide Legal Services to its Clients in accordance with Applicable Law. The fees and expenses of the Arbitrator shall be allocated equally between Provider and Firm. Each Party agrees that it will, and each agrees to cause the Arbitrator to, cooperate in the determination of any such adjustment to the Fee Schedule, including making available to the other party and to the Arbitrator, to the extent necessary, any books, personnel , records and work papers.