Common use of HPES Clause in Contracts

HPES. (A) HPES will (1) comply with all Laws applicable to HPES as a provider of IT outsourcing services and (2) perform the Services in a manner that does not cause HPI to be out of compliance with Laws applicable to the Services. (B) Without limiting HPES’ obligations under Section 8.2(A), HPI may direct HPES on the method of compliance with any Laws applicable to HPES’ performance of the Services. HPES will comply with all such direction, provided that HPES will not be responsible to HPI for a failure to comply with a Law to the extent that such non-compliance is due to HPES’ reliance on, and compliance with, HPI’s direction pursuant to this Section in respect of such Law. (C) HPES will provide HPI (or its designee) access to any information, Service Locations and HPES Personnel as HPI reasonably deems is necessary to confirm that HPES is in compliance with any Law applicable to HPI. (D) If HPES is not in compliance with Section 8.2(A), then: (1) HPES will immediately undertake such measures as are necessary to establish compliance with the Law; (2) if HPES does not take action in accordance with Section 8.2(D)(1), HPI (or its designee) may, at HPES’ cost and expense, undertake such measures as HPI may require and that are necessary to establish compliance with the Law; or (3) if such non-compliance causes the Service Recipients to become subject to any formal action by a Governmental Authority, which will include any material investigation, fine or penalty levied by such Governmental Authority, HPI may, upon notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, as of the termination date specified in the notice, without cost or penalty and without the payment of any termination charges, subject to Section 7.1(B) of Schedule 5.