Common use of Form and Data Clause in Contracts

Form and Data. At Sears’ request, CSC shall provide separate Monthly Invoices for each Eligible Recipient then receiving Services, allocated among such Eligible Recipients based on the charge-back data generated by CSC and the allocation formula provided by Sears. Each invoice shall be in a form as may be reasonably acceptable to Sears and shall (i) comply with all applicable legal, regulatory and accounting requirements, (ii) contain transaction-level detail and other data sufficient to permit Sears to validate and verify volumes and fees, (iii) permit Sears to charge-back internally to the same organizational level and at the same level of detail in use by Sears as of the applicable Commencement Date, (iv) include accurate “▇▇▇▇ to” designators, (v) segregate the Charges for (1) taxable Services, (2) non-taxable Services, (3) items for which CSC functions merely as a paying agent for Sears (including leasing and licensing arrangements) that are non-taxable or have previously been subject to tax, (4) the type and amount of tax due on taxable Services billed by CSC (by taxing jurisdiction), and (5) other taxes (if any) collected by CSC under this Agreement, and (vi) otherwise meet the Eligible Recipients’ billing requirements. Each invoice shall include the pricing calculations and related data utilized to establish the Charges. Each invoice, and the data underlying each invoice, shall be delivered to Sears electronically in a form and format compatible with and suitable for automated input into Sears’ Systems and its processes (e.g., as a fixed or delimited flat file or other mutually agreed-upon file format). If requested by Sears, the Parties shall work together to develop additional procedures for invoicing formats and methods for invoice reconciliation. Table of Contents

Form and Data. At Sears’ request, CSC shall provide separate Monthly Invoices for each Eligible Recipient then receiving Services, allocated among such Eligible Recipients based on the charge-back data generated by CSC and the allocation formula provided by Sears. Each invoice shall be in a form as may be reasonably acceptable to Sears and shall (i) comply with all applicable legal, regulatory and accounting requirements, (ii) contain transaction-level detail and other data sufficient to permit Sears to validate and verify volumes and fees, (iii) permit Sears to charge-back internally to the same organizational level and at the same level of detail in use by Sears as of the applicable Commencement Date, (iv) include accurate “▇b▇▇▇ to” designators, (v) segregate the Charges for (1) taxable Services, (2) non-taxable Services, (3) items for which CSC functions merely as a paying agent for Sears (including leasing and licensing arrangements) that are non-taxable or have previously been subject to tax, (4) the type and amount of tax due on taxable Services billed by CSC (by taxing jurisdiction), and (5) other taxes (if any) collected by CSC under this Agreement, and (vi) otherwise meet the Eligible Recipients’ billing requirements. Each invoice shall include the pricing calculations and related data utilized to establish the Charges. Each invoice, and the data underlying each invoice, shall be delivered to Sears electronically in a form and format compatible with and suitable for automated input into Sears’ Systems and its processes (e.g., as a fixed or delimited flat file or other mutually agreed-upon file format). If requested by Sears, the Parties shall work together to develop additional procedures for invoicing formats and methods for invoice reconciliation. Table of Contents.