Common use of Integration Costs Clause in Contracts

Integration Costs. (a) The Parties acknowledge and agree that all Costs relating to Integration pursuant to Clause 2.2 (Integration Plans and Integration Projects), including all Costs: (i) incurred by the Service Provider and its Affiliates in connection with Integration and carrying out, at the Service Recipient’s direction, the Integration Plans and Integration Projects; and (ii) associated with any Additional Assistance provided by a Service Provider or any of its Affiliates at the Service Recipient’s request under Clause 2.3 (Additional Assistance), in each case, whether internal or external Costs (which shall be charged in accordance with Clause 2.6(b)), shall be borne by the Service Recipient, except that: (A) the Service Provider shall bear all Costs relating to any separation activities or processes conducted in relation to the Services and their related functions pursuant to Clause 2.2(b)(i) (including the Costs of separating any electronic data in connection with the separation of the Service Provider’s shared IT Environment pursuant to Clause 2.2(b)(i)(B)); and (B) all Costs relating to the separation (including the cost of modification, transformation and/or redaction, if necessary) and transfer of Books and Records shall be borne by the relevant Party in accordance with clause 17.6 (Costs Relating to Books and Records) of the Separation Agreement, (all such Costs (excluding those under sub-paragraphs (A) and (B)) being the Integration Costs). (b) Subject to Clause 2.6(c), the Service Provider shall, and shall procure that each of its Affiliates shall, charge for any internal time and effort spent supporting or assisting the Integration or any Additional Assistance in accordance with this Clause 2 (Integration) on a time and materials basis without any ▇▇▇▇-up, based on the agreed rate card at Exhibit 7 (Rate Card). (c) If an Integration Project is not complete within the due date for completion (including, if applicable, the date specified in the Integration Plan) (each delay being an Integration Project Delay), and provided that such Integration Project Delay is not caused by an act or omission of the Service Provider or any of its Affiliates, the Service Provider’s and its Affiliates’ attributable internal and external reasonable documented costs that are payable in relation to the steps agreed pursuant to Clause 2.2(d) in connection with that Integration Project shall (unless otherwise agreed upon in writing by both Parties) be subject to a ▇▇▇▇-up of five per cent (5%) from the date that is thirty (30) days after the due date for completion until the actual completion of that Integration Project.