Common use of Performance Standard Clause in Contracts

Performance Standard. (a) Seller shall provide, and cause its Personnel to provide, each Service in a professional and workmanlike manner and in accordance with all Specifications set forth in the BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, with substantially the same degree of skill, quality, volume, scope, detail and care as its past practice in performing or causing to be performed the Services for the VOWST Business during the six (6) month period prior to the Effective Date (except to the extent changes in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but in all cases with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operation. (b) Under no circumstances shall either Party or its respective Representatives, Personnel, Affiliates or Subcontractors be held accountable to a greater standard of care or skill than the Services Standard. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITION, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMS, WHETHER IMPLIED BY CUSTOM, STATUTE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT.

Performance Standard. (a) Seller Unless otherwise agreed in writing by the Parties, the Services shall provide, and cause its Personnel to provide, each Service in a professional and workmanlike manner and in accordance with all Specifications set forth in the BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, with substantially the same degree of skill, quality, volume, scope, detail and care as its past practice in performing or causing to be performed by the Services Service Provider (or such other provider pursuant to Section 1.2) for the VOWST Business during the six Service Recipient (6) month period prior to the Effective Date (except to the extent changes in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but in all cases with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case of Services not provided in that period, with a commercially reasonable standard of care). Service Provider shall comply with applicable laws in connection with the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as provision of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operationServices. (b) Under no circumstances shall either Party or its respective Representatives, Personnel, Affiliates or Subcontractors be held accountable to a greater standard of care or skill than the Services Standard. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE PURCHASE AGREEMENT, TO THE EXTENT PERMITTED BY LAW, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITION, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONPROVIDER AND THE SERVICE RECIPIENT HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMSTHE SERVICES. (c) In the event of any breach of this Agreement by the Service Provider with respect to any error in the provision of any Service, WHETHER IMPLIED BY CUSTOMthe Service Provider shall promptly notify the Service Recipient and, STATUTEat the Service Recipient’s request, COURSE OF DEALING OR OTHERWISE promptly correct such error or re-perform or re-deliver the work capable of being re-performed or re-delivered in accordance with the requirements of Schedule A at no charge. (INCLUDING ANY TERM OF MERCHANTABILITYd) The Service Provider shall have the right to shut down temporarily for routine maintenance or similar purposes the operation of the facilities, SATISFACTORY QUALITYnetworks and/or systems providing any Service whenever in its judgment, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDEDreasonably exercised, IN EACH CASEsuch action is necessary. In the event such shutdown is nonscheduled, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENTthe Service Provider shall notify the Service Recipient as much in advance as reasonably practicable that such shutdown is required. Unless not feasible under the circumstances, this notice shall be given in writing. Where written notice is not feasible, the Service Provider shall give prompt oral notice, which notice shall be promptly confirmed in writing by the Service Provider. The Service Provider shall be relieved of its obligations to provide the Services affected by such maintenance only for the period of time that its facilities, networks and/or systems are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to inconvenience or disrupt the conduct of business by the Service Recipient. The Service Provider shall consult with the Service Recipient prior to temporary shutdowns to the extent reasonably practicable or, if not reasonably practicable, immediately thereafter in order to establish alternative sources for such Services. The Service Provider shall use commercially reasonable efforts to perform Services related to network or computer related migration to avoid any network downtime.

Performance Standard. (a) Seller shall provideThe Consultant: acknowledges that the University has entered into this Contract relying on the skill, care, expertise, experience and cause its Personnel judgment of the Consultant; must perform all Services in a professional, competent and timely manner and with due care, skill and diligence at the level of an experienced and competent professional providing services of a similar nature to those which the Consultant is required to provide; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegal, each Service offensive or defamatory or prejudicial to the good name and reputation of the University; will secure all permissions (including for the use of third party Intellectual Property), licences, certificates, permits and registrations required to perform the Services; must not subcontract any part of the Services without the University’s prior written approval; must comply fully and promptly at its own expense in a professional and workmanlike manner and in accordance all things with all Specifications set forth statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or at any time in the BLA and other Acquired Regulatory Approvals, future affecting or relating in any way to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, with substantially the same degree performance of skill, quality, volume, scope, detail and care as its past practice in performing or causing to be performed the Services and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such Services; must comply with all applicable University policies and procedures; must indemnify and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless otherwise agreed in writing provide at its own cost and expense all labour, plant, tools and equipment reasonably required for the VOWST Business during performance of the six (6) month period prior Services. Fees Payable to the Effective Date (except to Consultant The University shall pay the extent changes in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but in all cases with at least reasonable care and at least Fee in the manner specified in the Schedule. Unless otherwise agreed in advance, and at in writing, the levels Fee is the total consideration payable. All instalments of the Fee shall be paid on account and no payment of an instalment shall be evidence of the due performance of the Consultant’s contract obligations. Invoices are processed by the University 30 days after the month in which the invoice is received. The University may withhold payment of any amount which in good faith, it disputes is payable until the dispute is resolved so that Seller providesthe amount becomes payable. GST Unless otherwise stated, or causes all amounts payable under this Contract are expressed to be providedexclusive of, similar services for itself but subject to, GST and its Affiliates), and, solely both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operationFee. (b) Under no circumstances shall either Party or its respective Representatives, Personnel, Affiliates or Subcontractors be held accountable to a greater standard of care or skill than the Services Standard. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITION, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMS, WHETHER IMPLIED BY CUSTOM, STATUTE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT.

Performance Standard. (a) Seller Service Provider shall provideperform the Services in good faith, and cause its Personnel to provide, each Service in a professional workmanlike, reasonable and workmanlike manner and in accordance with all Specifications set forth in the BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authorityprudent manner, with substantially at least the same degree of skillcare, qualityjudgment and skill as implemented in its provision of services historically provided by Service Provider (or any of its Affiliates) in connection with its management and operation of the Assets acquired (directly or indirectly) by the Company Group pursuant to the BCA immediately prior to the closing of the BCA, volumein accordance with customary business practices and standards in the oil and gas industry in comparable circumstances, scopewith due diligence and dispatch, detail and care in material compliance with the terms of all applicable Leases and other Contracts affecting the Assets and/or this Agreement, and in material compliance with all applicable Laws. The standard of performance set forth in this Section 2.11 is referred to in this Agreement as its past practice the “Service Provider Standards”. In exercising the powers and authorities hereby conferred on it (insofar as such exercise is in performing accordance with the Service Provider Standards), Service Provider shall (i) cooperate and follow all reasonable site security, safety measures and written policies of Company (or causing applicable member of the Company Group), or third party operators of any of the Assets of which Service Provider is aware (or made aware), that have been provided to be performed the Services for the VOWST Business during the six (6) month period Service Provider prior to the Effective Date Date, insofar as the same do not materially increase Service Provider’s costs to comply (except unless there is an upward adjustment to the Service Fee in the manner contemplated in Section 2.3) and (ii) comply with any applicable, lawful and reasonable written instructions of Company to the extent changes in the provision same does not expand the scope of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance a manner inconsistent with industry standards, applicable guidelines and processes (but in all cases with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operationSection 2.2. (b) Under Company shall have the right, following 48 hours’ notice (which notice must contain specific details of all actions or inaction in question to the extent actually known by Company) to Service Provider, to stop any activity of Service Provider conducted by a Third Party contractor or consultant that Company determines, based on information available to it at the time, fails to comply with, or is not in compliance with, the Service Provider Standards (unless Service Provider causes such Third Party contractor or consultant to bring such activities into compliance within such period) and Company shall have the right, but not the obligation, to require Service Provider to terminate the services being provided by (and no circumstances longer use for the performance of any Services under this Agreement) such Third Party contractor or consultant. (c) Service Provider shall either Party not be in breach or its respective Representatives, Personnel, Affiliates default of the Service Provider Standards if and to the extent such breach or Subcontractors be held accountable default is caused by (i) Service Provider’s failure to a greater standard perform any portion of care or skill than the Services Standardas a result of or due to Company’s material non-payment under this Agreement, except to the extent such payment amount has been disputed in good faith in writing by Company prior to it becoming due under this Agreement, and/or (ii) an express direction by any of the Company Group to Service Provider to take an action or refrain from taking an action. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENTFurther, TO THE EXTENT PERMITTED BY LAWService Provider shall not be required to provide the Services or conduct any activity or operation under this Agreement that Service Provider reasonably believes, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITIONin all material respects, WARRANTY OR OTHER TERM OF ANY KINDwould be unsafe, EXPRESSED OR IMPLIEDendanger persons, property or the environment, or violate any Law. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONIf Service Provider so believes that any such Services, EXPRESS OR IMPLIEDactivity or operation would in all material respects be unsafe or so endanger any persons, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMSproperty or the environment, WHETHER IMPLIED BY CUSTOMexcept in emergency situations, STATUTEService Provider shall promptly provide written notice to Company of such belief and reasonably consult with Company regarding any required efforts to mitigate any related issues, COURSE OF DEALING OR OTHERWISE and take any actions to mitigate such issues in Service Provider’s reasonable discretion. In an emergency situation, Service Provider shall, as soon as reasonably practicable, provide notice to Company of such situation and any action or inaction of Service Provider. (INCLUDING ANY TERM OF MERCHANTABILITYd) In performing the Services under this Agreement, SATISFACTORY QUALITYService Provider shall not provide any investment advice to Company, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSEnor shall its responsibilities under this Agreement include (or be deemed to include) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENTthe duties or responsibilities of an investment adviser under the Investment Advisers Act of 1940 (the “40 Act”). Nothing in this Agreement shall be deemed to create an advisory relationship between Service Provider and Company for purposes of the 40 Act.

Performance Standard. (a) Seller Service Provider shall provideperform the Services in good faith, and cause its Personnel to provide, each Service in a professional workmanlike, reasonable and workmanlike manner and in accordance with all Specifications set forth in the BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authorityprudent manner, with substantially at least the same degree of skillcare, quality, volume, scope, detail judgment and care skill as implemented in its past practice in performing or causing to be performed the Services for the VOWST Business during the six (6) month period prior to the Effective Date (except to the extent changes in the provision of Services are necessary due to Purchaser’s acts services historically provided by Service Provider (or omissions), any of its Affiliates) in each caseconnection with its management and operation of the Properties, in accordance with industry standards, applicable guidelines customary business practices and processes (but in all cases with at least reasonable care and at least standards in the manner oil and at the levels that Seller providesgas industry in comparable circumstances, or causes to be providedwith due diligence and dispatch, similar services for itself and its Affiliates), and, solely in the case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance material compliance with the PRMS Services Quality Standards terms of all applicable leases and other contracts affecting the Properties and/or this Agreement, and in material compliance with all applicable Laws. The standard of performance set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need this Section 2.10 is referred to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of as the Acquired Assets over Seller’s own business operation“Service Provider Standards.” (b) Under The Board shall have the right, following 48 hours’ notice (which notice must contain specific details of all actions or inaction in question to the extent actually known by Company) to Service Provider, to stop any activity of Service Provider conducted by a Third Party contractor or consultant that Company determines, based on information available to it at the time, fails to comply with, or is not in compliance with, the Service Provider Standards (unless Service Provider causes such Third Party contractor or consultant to bring such activities into compliance within such period) and the Board shall have the right, but not the obligation, to require Service Provider to terminate the services being provided by (and no circumstances longer use for the performance of any Services under this Agreement) such Third Party contractor or consultant. (c) Service Provider shall either Party not be in breach or its respective Representatives, Personnel, Affiliates default of the Service Provider Standards if and to the extent such breach or Subcontractors be held accountable default is caused by (i) Service Provider’s failure to a greater standard perform any portion of care or skill than the Services Standardas a result of or due to Company’s material non-payment under this Agreement, and/or (ii) an express direction by any of the Company Group to Service Provider to take an action or refrain from taking an action. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENTFurther, TO THE EXTENT PERMITTED BY LAWService Provider shall not be required to provide the Services or conduct any activity or operation under this Agreement that Service Provider reasonably believes would be unsafe, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITIONendanger persons, WARRANTY OR OTHER TERM OF ANY KINDproperty or the environment, EXPRESSED OR IMPLIEDor violate any Law. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONIf Service Provider so believes that any such Services, EXPRESS OR IMPLIEDactivity or operation would be unsafe or so endanger any persons, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMSproperty or the environment, WHETHER IMPLIED BY CUSTOMthen, STATUTEexcept for in emergency situations, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM OF MERCHANTABILITYService Provider shall promptly provide written notice to Company of such belief and reasonably consult with Company regarding any required efforts to mitigate any related issues, SATISFACTORY QUALITYand take any actions to mitigate such issues in Service Provider’s reasonable discretion. In an emergency situation, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDEDService Provider shall, IN EACH CASEas soon as reasonably practicable, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENTprovide notice to Company of such situation and any action or inaction of Service Provider.

Performance Standard. (a) 2.3.1 Buyer acknowledges that Seller is not in the business of providing services to Third Parties and is entering into this Agreement only in connection with the Asset Purchase Agreement. Seller shall use commercially reasonable efforts to provide, and to cause its Personnel Affiliates and subcontractors to provide, each Service in a professional and workmanlike manner and in accordance with all Specifications set forth in the BLA and other Acquired Regulatory Approvals, Services to the extent applicable be provided pursuant to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, this Agreement with substantially the same degree of skill, quality, volume, scope, detail quality and care as utilized by Seller (or its past practice Affiliates) in performing or causing to be performed the Services such activities for the VOWST Business during the six (6) month period prior itself with respect to the Effective Date (except Product to the extent changes that doing so does not materially interfere with Seller’s own business activities and in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but compliance in all cases material respects with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case of the PRMS Services performed by Seller all applicable Laws (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operation. (b) Under no circumstances shall either Party Seller, its Affiliates or its respective Representatives, Personnel, Affiliates or Subcontractors their employees or agents (including subcontractors) be held accountable to a greater standard of care care, efforts or skill than the Services Standard. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, EACH SERVICE PROVIDED BY Buyer acknowledges and agrees that (i) the Services do not include the exercise of business judgment or general management for Buyer and (ii) NEITHER SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITION, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMS, WHETHER IMPLIED BY CUSTOM, STATUTE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED, IN EACH CASEWITH RESPECT TO THE SERVICES, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY EXPRESSLY PROVIDED IN THIS AGREEMENT. 2.3.2 The Parties shall amend Schedule 2.1 and the applicable Services Fees if the Services to be provided to Buyer increase in scale or in scope in a material way beyond those provided to Buyer as of the Effective Date should Seller agree to provide such increased scale or scope of Services. 2.3.3 If, in order to provide any Services under this Agreement, it is necessary or advisable to take any steps to facilitate such Services, including implementing special information technology connections or firewalls, the costs of taking such steps shall be borne by Buyer; provided that Seller shall have notified Buyer of such steps and the costs therefor, and Buyer shall not be obligated to pay such costs unless it shall have consented to taking such steps and shall only be liable for the costs identified in such notice.

Performance Standard. (a) Seller shall provideDeveloper warrants the Work will be performed in a workmanlike manner, and cause its Personnel in conformity with generally prevailing industry standards. Client must report any material deficiencies in the Work to provideDeveloper in writing within ( ) days after Client receives the Work. Client’s exclusive remedy for the breach of this warranty will be the re-performance of the Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. The Parties may execute this Agreement in multiple counterparts, each Service of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of all Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile, email or other electronic transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in a professional and workmanlike manner and in accordance with all Specifications set forth person. The acceptance test will be based on the following definition of errors: LEVEL CATEGORY DESCRIPTION A Critical Error Error that results in the BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, with substantially the same degree loss of skill, quality, volume, scope, detail and care as its past practice in performing or causing to be performed the Services for the VOWST Business during the six (6) month period prior to the Effective Date (except to the extent changes in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but in all cases with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue other functions of the transition of responsibility for the Services critical importance to Purchaser Client not being delivered or its Affiliatesnot working as agreed. Notwithstanding the foregoingLIMITATION OF LIABILITY NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operation. (b) Under no circumstances shall either Party or its respective RepresentativesINCIDENTAL, PersonnelCONSEQUENTIAL, Affiliates or Subcontractors be held accountable to a greater standard of care or skill than the Services StandardSPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING AS A RESULT OF OR RELATED TO PERFORMANCE OF THE WORK, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED TO THE EXTENT ALLOWED BY LAW, CLIENT WILL INDEMNIFY AND HOLD DEVELOPER HARMLESS AGAINST ANY CLAIMS INCURRED BY DEVELOPER ARISING OUT OF OR IN CONJUNCTION WITH CLIENT’S BREACH OF THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAWAS WELL AS REASONABLE COSTS, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITIONEXPENSES, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMS, WHETHER IMPLIED BY CUSTOM, STATUTE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENTATTORNEY’S FEES INCURRED THEREIN.

Performance Standard. (a) Seller shall provide, and cause its Personnel The Employee Company agrees to provide, each Service in a professional and workmanlike manner and in accordance with all Specifications set forth provide the Employee Services using that standard of care (i) (A) as has been employed by the Master Manager prior to the date hereof in the BLA management, hiring, development and compensation (including benefits, bonuses and other Acquired Regulatory Approvals, perquisites) of its Employees and (B) to the extent applicable of changed circumstances, practices, technologies, strategies or implementation methods, procedures and degrees of care, that is at least equal or superior to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned that employed by a Regulatory Authority, with substantially third parties generally recognized as competent managers of the same degree business of skill, quality, volume, scope, detail and care as its past practice in performing or causing to be performed the Services for the VOWST Business during the six (6) month period prior delivering services similar to the Effective Date Employee Services, (except ii) as would enable the Equipment Holder to the extent changes in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but comply in all cases material respects with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case all of the PRMS Contract Services performed by Seller and (which, for the avoidance iii) in compliance in all material respects with all applicable requirements of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operationlaw. (b) Under no circumstances Subject to paragraph (c) below and the other terms of this Agreement, the Employee Company shall either Party have the right to exercise reasonable discretion in connection with the performance and delivery of the Employee Services. The Employee Company shall pay all costs and expenses incurred in connection therewith that may be necessary or advisable for the carrying out of the transactions contemplated by this Agreement. The Employee Company may, for its respective Representativesown account, Personnelseek the assistance of other parties in carrying out its duties hereunder and enter into separate agreements therefor, Affiliates provided that the Employee Company will at all times remain primarily liable for its duties and obligations hereunder. (c) The Employee Company shall consult with and obtain written approval from the Equipment Holder for any action it may propose to take in connection with the Employees in their performance of Contract Services that is not within the ordinary course of the Contract Holder’s or Subcontractors be held accountable the Equipment Holder’s business or expressly permitted under the Customer Contracts or the agreed upon terms with a Customer with respect to any Ancillary Services. Neither party hereunder shall take any action pursuant to this Agreement which is inconsistent with, or would cause the other party to default under, violate or otherwise breach any provision of a greater standard of care Customer Contract or skill than the Services Standard. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITION, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMS, WHETHER IMPLIED BY CUSTOM, STATUTE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENTTransaction Documents to which such Person is a party.

Performance Standard. (a) Seller shall provideService Provider represents, warrants, and cause its Personnel covenants that: (i) Service Provider has the full valid legal right and authority to provideprovide each Service, each (ii) Service in a professional and workmanlike manner and in accordance Provider will manage the relationships with all Specifications set forth in Third Party service providers and licensors and will obtain all approvals required thereby and (iii) Service Provider will maintain all personnel and property of Service Provider reasonably required to render the BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, with substantially the same degree of skill, quality, volume, scope, detail and care as its past practice in performing or causing to be performed the Services for the VOWST Business during the six (6) month period prior to the Effective Date (except to the extent changes in the provision of Services are necessary due to Purchaser’s acts or omissions), in each case, in accordance with industry standards, applicable guidelines and processes (but in all cases with at least reasonable care and at least in the manner and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in accordance with the PRMS Services Quality Standards set forth in the Quality Agreement (collectively, the “Services Standard”), except as such Services differ because of the need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the Acquired Assets over Seller’s own business operationServices. (b) Under no circumstances In providing the Services hereunder, Service Provider represents and warrants that Service Provider shall either Party provide, or shall cause one or more of its respective RepresentativesService Providing Entities to provide, Personnelthe Services to Service Recipient in accordance with applicable Law, Affiliates in all material respects, and shall perform, or Subcontractors be held accountable cause one or more of its Service Providing Entities to a greater standard perform, the Services with at least the same degree of care and diligence, having the same priority, quality, timeliness, volume and frequency and in accordance with at least the same standards and at least the same service levels as such Services historically have been provided to the Business during the Reference Period, taking into account historical fluctuations, but in no case in a lesser manner than provided to Service Provider’s retained businesses that are similarly situated to that of the Business. (c) The Parties hereby acknowledge that, even though Service Provider may provide through one or skill than more Service Providing Entities the performance of any of the Services Standard. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENThereunder, TO THE EXTENT PERMITTED BY LAW(i) Service Provider shall remain responsible for (A) the performance of all Services in accordance with the terms and conditions hereof and in accordance with applicable Law, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITIONin all material respects, WARRANTY OR OTHER TERM OF ANY KINDand requirements of applicable Governmental Authorities to the extent relevant to the provision of a Service, EXPRESSED OR IMPLIED. NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION(B) compliance by such Other Service Provider with the terms and conditions of this Agreement, EXPRESS OR IMPLIEDand (C) any failures of such Other Service Provider to comply with Service Provider’s obligations under this Agreement (to the same extent as if such failures were caused by Service Provider); and (ii) the hiring of any Other Service Provider (including any replacement Other Service Provider) shall be subject to Service Recipient’s prior written consent (such consent to not be unreasonably withheld, WITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMSdelayed or conditioned), WHETHER IMPLIED BY CUSTOMunless (x) the proposed Other Service Provider has provided the relevant Services to the Business during the Reference Period, STATUTE, COURSE OF DEALING OR OTHERWISE or (INCLUDING ANY TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSEy) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENTthe proposed Other Service Provider will be performing the subject services for Service Provider and its Affiliates as well as for Service Recipient and its Affiliates as part of the Services.