Common use of Setup Services Clause in Contracts

Setup Services. As part of the Services, Service Provider shall take those actions necessary, as reasonably agreed to by Spinco, to prepare for providing the Ongoing Services or any Additional Services (the “Setup Services”), and Spinco shall pay or reimburse Service Provider fifty percent (50%) of the Reimbursable Set-Up Costs in respect of the Setup Services (whether conducted prior to or after the Effective Date). For purposes of this Agreement, “Reimbursable Set-Up Costs” means the third-party costs to provide the Setup Services; provided that Reimbursable Set-Up Costs shall not include costs for shared applications in respect of Setup Services to the extent such Setup Services are for Service Provider’s benefit whether conducted prior to or after the Effective Date and shall in no event include costs incurred or intended to be incurred independent of the transactions contemplated by this Agreement, the Separation Agreement or the Merger Agreement. If Spinco does not agree to a Setup Service, the parties shall work together to agree upon a commercially reasonable alternative arrangement, or Spinco may modify the scope of the Ongoing Services or Additional Services, as the case may be, such that such Setup Service is not necessary, subject to Service Provider’s consent. If the parties fail to agree upon an alternative arrangement, Spinco may, with notice to Service Provider, terminate the applicable Ongoing Services or Additional Services, as applicable.