Common use of SOWs Clause in Contracts

SOWs. (a) D&B and Acxiom, and their respective Affiliates (including additional D&B business units and/or geographic territories), may execute SOWs substantially in the form attached hereto as Schedule L in order for Acxiom (and/or its Affiliates) to provide (and for D&B (and/or its Affiliates) to receive) certain products, licenses, and services during the Term. The provision of all such products, licenses, and services (including to additional D&B business units and/or geographic territories) provided pursuant to an SOW shall be deemed to be the provision of “Services” hereunder. An SOW shall provide a description of the Services and/or Project to be provided by Acxiom to D&B. All Charges for Services and the charging methodology provided by Acxiom pursuant to the SOW (including, if necessary charges for travel-related or other incidental expenses, Pass-Through Expenses and Out-Of-Pocket Expenses) shall be set forth in the SOW. (i) Neither party shall have any obligation unless and until a specific SOW setting forth the specific terms with respect to Services to be provided and received has been executed by both of the parties. (ii) No SOW under this Agreement shall be effective unless and until the D&B Vendor Management Office (VMO) reviews and provides its approval of the terms in such SOW, which approval must be evidenced by the VMO’s execution of such SOW. Acxiom shall be entitled to rely, without further inquiry, on the authenticity of such signature and authority of the person signing on behalf of the VMO. (iii) Each individual SOW shall identify the specific Acxiom entity (i.e., Acxiom and/or an Acxiom Affiliate(s)) providing Services and the specific D&B entity (i.e., D&B and/or a D&B Affiliate(s)) receiving Services, and each party may so utilize an Affiliate to enter into an SOW. (b) The following provisions will be addressed in individual SOWs, as necessary and as applicable: (i) Legally necessary exceptions and additions, local and country-specific exceptions and additions, and transaction-specific exceptions and additions to the uniform terms and conditions in this Agreement, as well as additional terms and conditions specific to the Services provided under such SOW; (ii) Provisions governing the transfer of assets (e.g., hardware, software, third party service contracts) and/or personnel to Acxiom; (iii) Disaster recovery provisions applicable to the Services to be provided by Acxiom; and (iv) In jurisdictions where the Acquired Rights Directive (or equivalent legislation) is effective, appropriate enabling provisions for those instances where employees of D&B are affected. Similarly where either party is obligated to consult with works councils or similar groups, the parties shall fully comply with such requirements, and the relevant SOW shall set forth any contractual requirements in such regard. (c) Each SOW shall incorporate the terms and conditions of this Agreement by reference. (d) Any future amendment to or modification of the terms and conditions of this Agreement shall be deemed incorporated into each SOW without the necessity of further action by either party, provided that such amendment or modification complies with Section 24.18 herein. (e) If there is a conflict between (x) an SOW, and (y) this Agreement, the terms of the SOW shall prevail as to: (i) Acxiom’s and D&B’s respective rights and obligations under that SOW, provided that if such conflict relates to Section 8 (Intellectual Property Rights And Restrictions), 14 (Charges), 15 (Invoicing and Payment), 20 (Liability) or 22 (Termination) of this Agreement, then in order for the conflicting provision of the SOW to prevail: such conflict must be expressly listed in such SOW as a conflict (within a Section of such SOW that lists all such SOW-specific conflicts); and (ii) issues involving local, country-specific law. (f) An SOW may also describe a particular Project to be provided by Acxiom to D&B. A “Project” is comprised of work that is: (a) expressly deemed to be a Project in the Agreement, or (b) a discrete unit of non-recurring work that generally requires startup, planning, execution, and completion. For all Projects proposed or requested by D&B, Acxiom shall develop a Project Plan if necessary and comply with the Project Estimates Process provided in Attachment A-1 to Schedule A. If Acxiom proposes or requests a Project, and D&B agrees that the proposed work properly constitutes a Project in accordance with the definition provided above, Acxiom shall develop a Project Plan, if necessary, and comply with the Project Estimates Process provided in Attachment A-1 to Schedule A. The cost of developing initial Project Plans and Analysis Phases estimates and/or Project Estimates (as defined in Attachment A-1 to Schedule A) may be charged to D&B as set forth in the Project Estimate Process. No work will be considered a Project unless and until D&B approves the SOW and associated estimate, in writing. For purposes of clarification, all work with respect to “Projects” pursuant to SOWs shall be deemed to be “Services” governed by this Agreement. (g) If D&B Affiliates and/or Acxiom Affiliates enter into any SOW and either Affiliate fails to perform under such SOW for any reason, the applicable parent company (Acxiom Corporation or Dun & Bradstreet, Inc., or the successor to either company) will be secondarily responsible hereunder for such performance (or failure to perform).

SOWs. (a) D&B and AcxiomEnsono, and their respective Affiliates (including additional D&B business units and/or geographic territories), may execute SOWs substantially in the form attached hereto as Schedule L in order for Acxiom Ensono (and/or and/-or its Affiliates) to provide (and for D&B (and/or its Affiliates) to receive) certain products, licenses, and services Services during the Term. The provision of all such products, licenses, and services Services (including to additional D&B business units and/or and/-or geographic territories) provided pursuant to an SOW shall be deemed to be the provision of “Services” hereunder. An SOW shall provide a description of the Services and/or and/-or Project to be provided by Acxiom Ensono to D&B. All Charges for Services and the charging methodology provided by Acxiom Ensono pursuant to the SOW (including, if necessary charges for travel-related or other incidental expenses, Pass-Through Expenses and Out-Of-Pocket Expenses) shall be set forth in the SOW. (i) Neither party shall have any obligation unless and until a specific SOW setting forth the specific terms with respect to Services to be provided and received has been executed by both of the parties. (ii) No Other than SOW #9 (which is being executed simultaneously with the execution and delivery of this Agreement) no SOW under this Agreement shall be effective unless and until the D&B Vendor Management Global Sourcing & Procurement Office (VMO“GS&P”) reviews and provides its approval of the terms in such SOW, which approval must be evidenced by the VMOGS&P’s execution of such SOW. Acxiom Ensono shall be entitled to rely, without further inquiry, on the authenticity of such signature and authority of the person signing on behalf of the VMO.GS&P. (iii) Each individual SOW shall identify the specific Acxiom Ensono entity (i.e., Acxiom Ensono and/or an Acxiom Ensono Affiliate(s)) providing Services and the specific D&B entity (i.e., D&B and/or a D&B Affiliate(s)) receiving Services, and each party may so utilize an Affiliate to enter into an SOW. (b) The following provisions will be addressed in individual SOWs, as necessary and as applicable: (i) Legally necessary exceptions and additions, local and country-specific exceptions and additions, and transaction-specific exceptions and additions to the uniform terms and conditions in this Agreement, as well as additional terms and conditions specific to the Services provided under such SOW; (ii) Provisions governing the transfer of assets (e.g., hardware, software, third party service contracts) and/or personnel to AcxiomEnsono; (iii) Disaster recovery provisions applicable to the Services to be provided by AcxiomEnsono; and (iv) In jurisdictions where the Acquired Rights Directive (or equivalent legislation) is effective, appropriate enabling provisions for those instances where employees of D&B are affected. Similarly where either party is obligated to consult with works councils or similar groups, the parties shall fully comply with such requirements, and the relevant SOW shall set forth any contractual requirements in such regard. (c) Each Unless expressly provided otherwise in the applicable SOW, each SOW shall incorporate the be deemed a part of and subject to all terms and conditions of in this Agreement by referenceAgreement. (d) Any future amendment to or modification of the terms and conditions of this Agreement shall be deemed incorporated into each SOW without the necessity of further action by either party, provided that such amendment or modification complies with Section 24.18 26.18 herein. (e) If there is a conflict between (x) an SOW, and (y) this Agreement, the terms of the SOW shall prevail as to: (i) AcxiomEnsono’s and D&B’s respective rights and obligations under that SOW, provided that if such conflict relates to Section Article 8 (Intellectual Property Rights And Restrictions), 14 (Charges), 15 (Invoicing and Payment), 20 (Liability) or 22 23 (Termination) of this Agreement, then in order for the conflicting provision of the SOW to prevail: such conflict must be expressly listed in such SOW as a conflict (within a Section of such SOW that lists all such SOW-specific conflicts); and (ii) issues involving local, country-specific law. (f) An SOW may also describe a particular Project to be provided by Acxiom Ensono to D&B. A “Project” is comprised of work that is: (a) expressly deemed to be a Project in the this Agreement, or (b) a discrete unit of non-recurring work that generally requires startup, planning, execution, and completion. For all Projects proposed or requested by D&B, Acxiom Ensono shall develop a Project Plan if necessary and comply with the Project Estimates Process provided in Attachment A-1 to Schedule A. Management Process. If Acxiom Ensono proposes or requests a Project, and D&B agrees that the proposed work properly constitutes a Project in accordance with the definition provided above, Acxiom Ensono shall develop a Project Plan, if necessary, and comply with the Project Estimates Process provided in Attachment A-1 to Schedule A. The cost of developing initial Project Plans and Analysis Phases estimates and/or Project Estimates (as defined in Attachment A-1 to Schedule A) may be charged to D&B as set forth in the Project Estimate Management Process. No work will be considered a Project unless and until D&B approves the SOW and associated estimate, in writing. For purposes of clarification, all work with respect to “Projects” pursuant to SOWs shall be deemed to be “Services” governed by this Agreement. (g) If D&B Affiliates and/or Acxiom Ensono Affiliates enter into any SOW and either Affiliate fails to perform under such SOW for any reason, the applicable parent contracting company (Acxiom Corporation Ensono, LP or Dun & Bradstreet, Inc., or the successor to either company) will be secondarily responsible hereunder for such performance (or failure to perform).

SOWs. (a) D&B and Acxiom, and their respective Affiliates (including additional D&B business units and/or geographic territories), may execute SOWs substantially in the form attached hereto as Schedule L in order for Acxiom (and/or its Affiliates) to provide (and for D&B (and/or its Affiliates) to receive) certain products, licenses, and services during the Term. The provision of all such products, licenses, and services (including to additional D&B business units and/or geographic territories) provided pursuant to an SOW shall be deemed to be the provision of “Services” hereunder. An SOW shall provide a description of the Services and/or Project to be provided by Acxiom to D&B. All Charges for Services and the charging methodology provided by Acxiom pursuant to the SOW (including, if necessary charges for travel-related or other incidental expenses, Pass-Through Expenses and Out-Of-Pocket Expenses) shall be set forth in the SOW. (i) Neither party shall have any obligation unless and until a specific SOW setting forth the specific terms with respect to Services to be provided and received has been executed by both of the parties.. D&B/Acxiom Confidential Information -18- (ii) No SOW under this Agreement shall be effective unless and until the D&B Vendor Management Office (VMO) reviews and provides its approval of the terms in such SOW, which approval must be evidenced by the VMO’s execution of such SOW. Acxiom shall be entitled to rely, without further inquiry, on the authenticity of such signature and authority of the person signing on behalf of the VMO. (iii) Each individual SOW shall identify the specific Acxiom entity (i.e., Acxiom and/or an Acxiom Affiliate(s)) providing Services and the specific D&B entity (i.e., D&B and/or a D&B Affiliate(s)) receiving Services, and each party may so utilize an Affiliate to enter into an SOW. (b) The following provisions will be addressed in individual SOWs, as necessary and as applicable: (i) Legally necessary exceptions and additions, local and country-specific exceptions and additions, and transaction-specific exceptions and additions to the uniform terms and conditions in this Agreement, as well as additional terms and conditions specific to the Services provided under such SOW; (ii) Provisions governing the transfer of assets (e.g., hardware, software, third party service contracts) and/or personnel to Acxiom; (iii) Disaster recovery provisions applicable to the Services to be provided by Acxiom; and (iv) In jurisdictions where the Acquired Rights Directive (or equivalent legislation) is effective, appropriate enabling provisions for those instances where employees of D&B are affected. Similarly where either party is obligated to consult with works councils or similar groups, the parties shall fully comply with such requirements, and the relevant SOW shall set forth any contractual requirements in such regard. (c) Each SOW shall incorporate the terms and conditions of this Agreement by reference. (d) Any future amendment to or modification of the terms and conditions of this Agreement shall be deemed incorporated into each SOW without the necessity of further action by either party, provided that such amendment or modification complies with Section 24.18 herein. (e) If there is a conflict between (x) an SOW, and (y) this Agreement, the terms of the SOW shall prevail as to: (i) Acxiom’s and D&B’s respective rights and obligations under that SOW, provided that if such conflict relates to Section 8 (Intellectual Property Rights And Restrictions), 14 (Charges), 15 (Invoicing and Payment), 20 (Liability) or 22 (Termination) of this Agreement, then in order for the conflicting provision of the SOW to prevail: such conflict must be expressly listed in such SOW as a conflict (within a Section of such SOW that lists all such SOW-specific conflicts); andand D&B/Acxiom Confidential Information -19- (ii) issues involving local, country-specific law. (f) An SOW may also describe a particular Project to be provided by Acxiom to D&B. A “Project” is comprised of work that is: (a) expressly deemed to be a Project in the Agreement, or (b) a discrete unit of non-recurring work that generally requires startup, planning, execution, and completion. For all Projects proposed or requested by D&B, Acxiom shall develop a Project Plan if necessary and comply with the Project Estimates Process provided in Attachment A-1 to Schedule A. If Acxiom proposes or requests a Project, and D&B agrees that the proposed work properly constitutes a Project in accordance with the definition provided above, Acxiom shall develop a Project Plan, if necessary, and comply with the Project Estimates Process provided in Attachment A-1 to Schedule A. The cost of developing initial Project Plans and Analysis Phases estimates and/or Project Estimates (as defined in Attachment A-1 to Schedule A) may be charged to D&B as set forth in the Project Estimate Process. No work will be considered a Project unless and until D&B approves the SOW and associated estimate, in writing. For purposes of clarification, all work with respect to “Projects” pursuant to SOWs shall be deemed to be “Services” governed by this Agreement. (g) If D&B Affiliates and/or Acxiom Affiliates enter into any SOW and either Affiliate fails to perform under such SOW for any reason, the applicable parent company (Acxiom Corporation or Dun & Bradstreet, Inc., or the successor to either company) will be secondarily responsible hereunder for such performance (or failure to perform).