Reimbursement of Expenses Related to IT Projects Clause Samples

Reimbursement of Expenses Related to IT Projects. For any IT project support by Organon that is requested by Merck that is not included in any Service listed in the Transition Services Schedule and not related to a TSA Exit pursuant to Section 3.2.8, if Organon agrees to provide the requested support (which agreement shall not be required in the case of a request for Tangible Information specifically related to the Merck Products or the Merck Business that is contained within unstructured or structured data in Organon Systems) then Organon shall provide an estimate of the Expenses for such support and the scope of work to be completed by Organon and the estimated duration for the completion of the support. If Merck agrees to proceed with such IT project, Organon shall complete the project work and be reimbursed for all related Expenses, calculated in accordance with the principles set forth on Schedule 2. If, at any time, Organon determines that the actual Expenses for any such support provided under this Section 3.2.7 will exceed the estimated Expenses by greater than ten percent (10%), Organon shall inform Merck who may decide for Organon to continue such support or cease such support. If Merck decides to cease such support, Organon shall invoice, and Merck shall pay, for any Expenses incurred prior to the cessation of support and any related non-cancelable Expenses.