Common use of Exceptions and Clarifications Clause in Contracts

Exceptions and Clarifications. (a) Notwithstanding the foregoing, solely with respect to Recipient’s provision and Provider’s receipt of the Reverse Services: (i) any terms of this Agreement that apply to the Services “in connection with a Delayed Asset,” to “the date of the applicable Delayed Transfer”, or terms with similar meaning as the foregoing shall not apply to the Reverse Services; (ii) any terms of this Agreement that refer to the purpose or manner in which the Services were used by Provider and its Affiliates during the Baseline Period, or the scope or volume of, or location at which, the Services were provided by Provider and its Affiliates to the Business in the ordinary course during the Baseline Period, or the types, level or standard of Services that were provided by Provider or any Provider Affiliate to the Business in the ordinary course during the Baseline Period, shall refer to the purpose or manner in which the Reverse Services were used by Provider and its Affiliates during the Baseline Period, the scope or volume of, or location at which, the Reverse Services were provided by Provider and its Affiliates to the Retained Business in the ordinary course during the Baseline Period, and the types, level or standard of services that were provided by Provider or any Provider Affiliate to the Retained Business in the ordinary course during the Baseline Period, respectively; (iii) the limitation of liability provisions contained in Section 5.7(b) shall apply to Recipient solely in its capacity as a provider of the Reverse Services pursuant to this Article IX and not in its capacity as a recipient of the Services pursuant to the other provisions of this Agreement; (iv) Section 4.1(b) shall not apply to the Reverse Services, and the following shall instead apply to the Reverse Services as a replacement Section 4.1(b): Notwithstanding anything to the contrary in Section 4.1(a), all information, records, data, reports and deliverables to the extent relating to the Retained Business that are generated, collected, stored, processed, or created by or on behalf of Provider or any Provider Affiliate (including by Recipient, its Affiliates and Subcontractors) in connection with a Reverse Service shall be owned by Provider or its applicable Affiliate (“Provider Business Data”), except that Recipient (or its applicable Affiliate) shall own all information, records, data, reports and deliverables generated, collected, stored, processed, or created in providing the Reverse Services to the extent related to the operation of the Business. Recipient shall deliver to Provider, in a useable format, any such Provider Business Data in its possession and stored electronically on its Information Systems (and not previously held by or transferred to Provider or its Affiliates) that Provider requests within a reasonable period of time following the termination or expiration of the Reverse Services; provided that Recipient may retain one copy of such Provider Business Data for legal and compliance purposes; (v) Section 3.3(b) shall be deleted and replaced with the following: Notwithstanding anything to the contrary in Section 3.3(a) or anything else in this Agreement, in addition to anything required by applicable Laws: (1) with respect to all Reverse Services provided by U.S. Recipient or any other U.S. Affiliate of Recipient to U.S. Provider or any of its U.S. Affiliates, U.S. Recipient shall issue all invoices in USD to U.S. Provider and U.S. Provider shall make all such invoiced payments to U.S. Recipient in USD; (2) with respect to all Reverse Services provided by U.S. Recipient or a U.S. Affiliate of U.S. Recipient to Provider (or Provider on behalf of a Non-U.S. Affiliate of Provider), U.S. Recipient shall issue all invoices to Provider in USD (unless otherwise agreed between the parties) and Provider shall make all such invoiced payments to U.S. Recipient in USD (unless otherwise agreed between the parties); (3) with respect to all Reverse Services provided by Recipient or any Non-U.S. Affiliate of Recipient (including on behalf of any Non-U.S. Affiliate of Recipient) to U.S. Provider or any other U.S. Affiliate of U.S. Provider, Recipient shall issue all invoices to U.S. Provider and U.S. Provider shall make all such invoiced payments to Recipient; and (4) with respect to all Reverse Services provided by Recipient or any Non-U.S. Affiliate of Recipient (including Recipient on behalf of any Non-U.S. Affiliate of Recipient) to any Non-U.S. Affiliate of Provider, Recipient shall issue all invoices to Provider and Provider shall make all such invoiced payments to Recipient; provided, that, notwithstanding sub Sections (1) through (4) above, any Affiliate of Recipient that is providing any (or part of any) Reverse Services in accordance with an LCA under Section 10.17 shall issue all invoices for, and shall receive all payments with respect to, such Reverse Services, and such issued invoices shall be provided to, and all such invoiced payments shall be made by, the applicable Affiliate of Provider that is party to such LCA; provided, further, that all invoicing and payment obligations set forth in sub Sections (1) through (4) above shall be made in accordance with Section 3.3(a) as if the applicable Affiliates of Provider and Recipient, respectively, that are referenced in this Section 9.3(a)(v) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires. (b) For the avoidance of doubt, (i) any termination or expiration, in whole or in part, of this Agreement by Recipient in its capacity as a recipient of the Services or Provider (or its applicable Affiliate) in its capacity as a provider of the Services, or of any Service, in accordance with the other terms of this Agreement shall constitute a termination or expiration solely of such other terms of this Agreement or such Service, respectively, and shall not constitute a termination or expiration of this Article IX or of any Reverse Services and shall have no effect on either Party’s rights, liability, or obligations with respect to the Reverse Services or on this Agreement continuing in effect in accordance with its terms with respect to the Reverse Services; and (ii) any termination or expiration, in whole or in part, of this Agreement by Provider in its capacity as a recipient of the Reverse Services or Recipient in its capacity as a provider of the Reverse Services, or of any Reverse Service, in accordance with the terms of this Article IX shall constitute a termination or expiration solely of this Article IX or such Reverse Service, respectively, and shall not constitute a termination or expiration of this Agreement or of any Services and shall have no effect on either Party’s rights, liability, or obligations with respect to the Services or on this Agreement continuing in effect in accordance with its terms with respect to the Services. This Section shall not apply where this Agreement is terminated as a result of an Insolvency Event (in which case the Agreement shall terminate in its entirety).

Exceptions and Clarifications. (a) Notwithstanding the foregoing, solely with respect to Recipient’s provision and Provider’s receipt of the Reverse Services: (i) any terms of this Agreement that apply to the Services “in connection with a Delayed Asset,” to “the date of the applicable Delayed Transfer”, or terms with similar meaning as the foregoing shall not apply to the Reverse Services; (ii) any terms of this Agreement that refer to the purpose or manner in which the Services were used by Provider and its Affiliates during the Baseline Period, or the scope or volume of, or location at which, the Services were provided by Provider and its Affiliates to the Business in the ordinary course during the Baseline Period, or the types, level or standard of Services that were provided by Provider or any Provider Affiliate to the Business in the ordinary course during the Baseline Period, shall refer to the purpose or manner in which the Reverse Services were used by Provider and its Affiliates during the Baseline Period, the scope or volume of, or location at which, the Reverse Services were provided by Provider and its Affiliates to the Retained Business in the ordinary course during the Baseline Period, and the types, level or standard of services that were provided by Provider or any Provider Affiliate to the Retained Business in the ordinary course during the Baseline Period, respectively; (iii) the limitation of liability provisions contained in Section 5.7(b) shall apply to Recipient solely in its capacity as a provider of the Reverse Services pursuant to this Article IX and not in its capacity as a recipient of the Services pursuant to the other provisions of this Agreement; (iv) Section 4.1(b) shall not apply to the Reverse Services, and the following shall instead apply to the Reverse Services as a replacement Section 4.1(b): Notwithstanding anything to the contrary in Section 4.1(a), all information, records, data, reports and deliverables to the extent relating to the Retained Business that are generated, collected, stored, processed, or created by or on behalf of Provider or any Provider Affiliate (including by Recipient, its Affiliates and Subcontractors) in connection with a Reverse Service shall be owned by Provider or its applicable Affiliate (“Provider Business Data”), except that Recipient (or its applicable Affiliate) shall own all information, records, data, reports and deliverables generated, collected, stored, processed, or created in providing the Reverse Services to the extent related to the operation of the Business. Recipient shall deliver to Provider, in a useable format, any such Provider Business Data in its possession and stored electronically on its Information Systems (and not previously held by or transferred to Provider or its Affiliates) that Provider requests within a reasonable period of time following the termination or expiration of the Reverse Services; provided that Recipient may retain one copy of such Provider Business Data for legal and compliance purposes; (v) Section 3.3(b) shall be deleted and replaced with the following: [Notwithstanding anything to the contrary in Section 3.3(a) or anything else in this Agreement, in addition to anything required by applicable Laws: (1) with respect to all Reverse Services provided by U.S. Recipient or any other U.S. Affiliate of Recipient to U.S. Provider or any of its U.S. Affiliates, U.S. Recipient shall issue all invoices in USD to U.S. Provider and U.S. Provider shall make all such invoiced payments to U.S. Recipient in USDRecipient; (2) with respect to all Reverse Services provided by U.S. Recipient or a U.S. Affiliate of U.S. Recipient to Provider (or Provider on behalf of a Non-U.S. Affiliate of Provider), U.S. Recipient shall issue all invoices to Provider in USD (unless otherwise agreed between the parties) and Provider shall make all such invoiced payments to U.S. Recipient in USD (unless otherwise agreed between the parties)Recipient; (3) with respect to all Reverse Services provided by Recipient or any Non-U.S. Affiliate of Recipient (including on behalf of any Non-U.S. Affiliate of Recipient) to U.S. Provider or any other U.S. Affiliate of U.S. Provider, Recipient shall issue all invoices to U.S. Provider and U.S. Provider shall make all such invoiced payments to Recipient; and (4) with respect to all Reverse Services provided by Recipient or any Non-U.S. Affiliate of Recipient (including Recipient on behalf of any Non-U.S. Affiliate of Recipient) to any Non-U.S. Affiliate of Provider, Recipient shall issue all invoices to Provider and Provider shall make all such invoiced payments to Recipient; provided, that, notwithstanding sub Sections (1) through (4) above, any Affiliate of Recipient that is providing any (or part of any) Reverse Services in accordance with an LCA under Section 10.17 shall issue all invoices for, and shall receive all payments with respect to, such Reverse Services, and such issued invoices shall be provided to, and all such invoiced payments shall be made by, the applicable Affiliate of Provider that is party to such LCA; provided, further, that all invoicing and payment obligations set forth in sub Sections (1) through (4) above shall be made in accordance with Section 3.3(a) as if the applicable Affiliates of Provider and Recipient, respectively, that are referenced in this Section 9.3(a)(v) were referenced in Section 3.3(a) in place of Provider and Recipient, as the context requires.] (b) For the avoidance of doubt, (i) any termination or expiration, in whole or in part, of this Agreement by Recipient in its capacity as a recipient of the Services or Provider (or its applicable Affiliate) in its capacity as a provider of the Services, or of any Service, in accordance with the other terms of this Agreement shall constitute a termination or expiration solely of such other terms of this Agreement or such Service, respectively, and shall not constitute a termination or expiration of this Article IX or of any Reverse Services and shall have no effect on either Party’s rights, liability, or obligations with respect to the Reverse Services or on this Agreement continuing in effect in accordance with its terms with respect to the Reverse Services; and (ii) any termination or expiration, in whole or in part, of this Agreement by Provider in its capacity as a recipient of the Reverse Services or Recipient in its capacity as a provider of the Reverse Services, or of any Reverse Service, in accordance with the terms of this Article IX shall constitute a termination or expiration solely of this Article IX or such Reverse Service, respectively, and shall not constitute a termination or expiration of this Agreement or of any Services and shall have no effect on either Party’s rights, liability, or obligations with respect to the Services or on this Agreement continuing in effect in accordance with its terms with respect to the Services. This Section shall not apply where this Agreement is terminated as a result of an Insolvency Event (in which case the Agreement shall terminate in its entirety).