Common use of Transitional Services Clause in Contracts

Transitional Services. (a) Service Provider's liability for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties (collectively, "Losses"), arising out of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide the Transitional Services to Service Receiver shall be limited to an amount equal to the total fees payable to Service Provider during the fiscal quarter in which the Loss occurs, and in no event shall the aggregate liability of Service Provider exceed the aggregate fees payable to Service Provider under this Agreement. Notwithstanding anything to the contrary contained herein, in the event Service Provider commits an error with respect to or incorrectly performs or fails to perform any Transitional Service, at Service Receiver's request, Service Provider shall use its best efforts to correct such error, re-perform or perform such Transitional Service. (b) Service Provider will not be liable to Service Receiver for any act or omission of any other entity (other than due to a default by Service Provider in any agreement between Service Provider and such other entity and then, only in accordance with the provisions and subject to the limitations contained in this Agreement) furnishing any Transitional Service. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICES.

Transitional Services. (a) Upon the terms and subject to the conditions set forth in this Agreement, Deluxe or eFunds, as the case may be, (the "Service Provider's liability for any claims") will provide to eFunds or Deluxe, liabilitiesas the case may be, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs the "Service Receiver") those administrative and reasonable attorneys' fees), fines support services listed in Appendix A and penalties B attached hereto (collectively, individually a "LossesTransitional Service," and collectively the "Transitional Services"), arising out during the time period for each Transitional Service set forth on Appendix A or B, (the "Time Periods" for all of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide the Transitional Services to Service Receiver shall be limited to an amount equal to the total fees payable to Service Provider during the fiscal quarter in which the Loss occursServices, and in no event shall the aggregate liability of Service Provider exceed the aggregate fees payable to Service Provider under this Agreement. Notwithstanding anything to the contrary contained herein, in the event Service Provider commits an error with respect to or incorrectly performs or fails to perform any "Time Period" for each Transitional Service, at Service Receiver's request, Service Provider shall use its best efforts to correct such error, re-perform or perform such Transitional Service). (b) Service Provider will not be liable shall perform the Transitional Services exercising the same degree of care as it exercises in performing the same or similar services for its own account. Nothing in this Agreement shall require Service Provider to favor Service Receiver for any act over Service Provider's businesses or omission those of any other entity of its affiliates, subsidiaries or divisions. (other than due c) In no event shall Service Receiver be entitled to a default any new service or to increase its use of any of the Transitional Services above that level of use specified in the Appendices without the prior written consent of Service Provider, which consent may be withheld by Service Provider for any or no reason in its sole and absolute discretion. Service Provider shall not be required to provide Service Receiver (i) extraordinary levels of Transitional Services that are above the ordinary levels which existed prior to the Effective Date, (ii) special studies, (iii) training, or (iv) the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made after the Effective Date by Service Provider. (d) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transitional Services, Service Receiver agrees that the Transitional Services provided by third parties, as permitted by Section 1.03 hereof, shall be subject to the terms and conditions of any agreement agreements between Service Provider and such other entity and then, only in accordance with the provisions and subject to the limitations contained in this Agreement) furnishing any Transitional Servicethird parties. (ce) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITYThe Parties acknowledge and agree that in respect of Transitional Services performed outside the United States the Service Provider and Service Receiver will in most cases not be Deluxe or eFunds but one of their respective subsidiary corporations (after implementation of the Assignment and Assumption Agreement). The obligations of Deluxe and eFunds hereunder in such situations will not be to provide or receive such Transitional Services themselves but rather to use their best efforts to require such subsidiaries to (i) provide or receive such services, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVEas the case may be, SPECIALon the same terms and conditions as set out in this Transitional Services Agreement and (ii) if necessary, INDIRECTenter into agreements to provide or receive such services, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDINGas the case may be, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICESmutatis mutandis in form and substance the same as this Transitional Services Agreement except to the extent it is necessary or appropriate to modify such agreements to comply with local laws.

Transitional Services. (a) Upon the terms and subject to the conditions set forth in this Agreement, DuPont or Conoco as the case may be (hereinafter the "Service Provider's liability for any claims") will provide to DuPont or Conoco as the case may be (hereinafter the "Service Receiver") those administrative and support services listed in Appendix A and B attached hereto (hereinafter referred to individually as a "Transitional Service", liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties (collectively, collectively as the "LossesTransitional Services"), arising out during the time period for each Transitional Service set forth on Appendix A or B, (hereinafter referred to as the "Time Periods" for all of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide the Transitional Services to Service Receiver shall be limited to an amount equal to the total fees payable to Service Provider during the fiscal quarter in which the Loss occursServices, and in no event shall the aggregate liability of Service Provider exceed the aggregate fees payable to Service Provider under this Agreement. Notwithstanding anything to the contrary contained herein, in the event Service Provider commits an error with respect to or incorrectly performs or fails to perform any "Time Period" for each Transitional Service, at Service Receiver's request, Service Provider shall use its best efforts to correct such error, re-perform or perform such Transitional Service). (b) Service Provider will not be liable shall perform the Transitional Services exercising the same degree of care as it exercises in performing the same or similar services for its own account, with priority equal to that provided to its own businesses or those of any of its affiliates, subsidiaries or divisions. Nothing in this Agreement shall require Service Provider to favor Service Receiver for any act over Service Provider's businesses or omission those of any other entity of its affiliates, subsidiaries or divisions. 2 (other than due c) In no event shall Service Receiver be entitled to a default any new service or to increase its use of any of the Transitional Services above that level of use specified in the Appendices without the prior written consent of Service Provider, which consent may be withheld by Service Provider for any or no reason in its sole and absolute discretion. Service Provider shall not be required to provide Service Receiver extraordinary levels that are above the ordinary levels which existed prior to the Effective Date of Transitional Services, special studies, training, or the like or the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made after the Effective Date by Service Provider. (d) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transitional Services, Service Receiver agrees that the Transitional Services provided by third parties shall be subject to the terms and conditions of any agreement agreements between Service Provider and such other entity and then, only in accordance with the provisions and subject to the limitations contained in this Agreement) furnishing any Transitional Servicethird parties. (ce) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITYThe Parties acknowledge and agree that in respect of Transitional Services performed outside the United States the Service Provider and Service Receiver will in most cases not be DuPont or Conoco but one of their respective subsidiary corporations (after implementation of the Restructuring, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVETransfer and Separation Agreement). The obligations of DuPont and Conoco hereunder in such situations will not be to provide or receive such Transitional Services themselves but rather to use their best efforts to require such subsidiaries to (i) provide or receive such services, SPECIALas the case may be, INDIRECTon the same terms and conditions as set out in this Transitional Services Agreement and (ii) enter into agreements to provide or receive such services, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDINGas the case may be, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICESmutatis mutandis in form and substance the same as this Transitional Services Agreement except to the extent it is necessary or appropriate to modify such agreements to comply with local laws.

Transitional Services. (a) Service Provider's liability Upon the terms and subject to the conditions set forth in this Agreement, Provider shall provide, or cause one or more of its Affiliates to provide, the services set forth on Schedule A (the “Transitional Services”) to Recipient. If any services, functions or responsibilities not specifically described in this Agreement are an inherent or necessary part of the Transitional Services or required for the proper performance or provision of the Transitional Services, they shall be deemed to be included within the scope of the Transitional Services to the same extent as if specifically described in this Agreement. (b) The Parties acknowledge that Schedule A has been prepared using general descriptions of Transitional Services. If at any claimstime within forty-five (45) days after the Effective Date, liabilitiesRecipient becomes aware of any services, damagessoftware or facilities (or the scope thereof) that are not expressly addressed in Schedule A but which were (i) being provided by or on behalf of a service provider to the Business during the twelve (12) month period prior to the Effective Date and are reasonably necessary for the operations of the Business, losses, costs, expenses and (including, but ii) are not limited to, settlements, judgments, court costs and reasonable attorneys' feesreadily available from a third-party service provider at a comparable cost (“Missing Services”), fines Recipient may provide notice thereof to Provider. Upon receipt of such notice, Provider shall be required to provide the Missing Service in substantially the same manner and penalties at substantially the same cost as such Missing Service was operated during such prior twelve (collectively12) month period. Provider shall implement the Missing Service as soon as reasonably practicable under the circumstances; such Missing Service shall be automatically added as a Transitional Service to Schedule A, "Losses")for all purposes of this Agreement; and the Parties shall promptly meet to identify and document the scope, arising out fees and term for such Missing Service on a reasonable basis; provided that in no event will the expiration date of the term of such missing service extend beyond the last expiration date of any actual other Transitional Service on Schedule A. However, the foregoing shall not apply to any such service, software or alleged injuryfacility, loss the provision of which would conflict with or damage violate, in any material respect, any applicable Law, any contract or agreement to which Provider is a party or the rights of any nature whatsoever in providing third party with respect thereto. (c) Recipient acknowledges that Provider may provide the Transitional Services directly, through any of its Affiliates or failing through one or more third parties engaged by Provider to provide the Transitional Services to Service Receiver shall be limited to an amount equal to the total fees payable to Service Provider during the fiscal quarter in which the Loss occurs, and in no event shall the aggregate liability of Service Provider exceed the aggregate fees payable to Service Provider under this Agreement. Notwithstanding anything to the contrary contained herein, in the event Service Provider commits an error with respect to or incorrectly performs or fails to perform any Transitional Service, at Service Receiver's request, Service Provider shall use its best efforts to correct such error, re-perform or perform such Transitional Service. (b) Service Provider will not be liable to Service Receiver for any act or omission of any other entity (other than due to a default by Service Provider in any agreement between Service Provider and such other entity and then, only in accordance with the provisions and subject to the limitations contained in terms of this Agreement) furnishing any Transitional Service. (cd) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITYSubject to the provisions of Sections 7 and 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVEnothing in this Agreement shall require Provider to perform or cause to be performed any Transitional Service if the provision of such Transitional Service by Provider would, SPECIALas a result of a material change in applicable Law following the Effective Date, INDIRECTconflict with or violate, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDINGin any material respect, WITHOUT LIMITATIONany applicable Law, DAMAGES FOR LOSS OF BUSINESS PROFITSany contract or agreement to which Provider is a party or the rights of any third party with respect thereto. If Provider becomes aware of any potential conflict or violation on the part of Provider, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICESProvider may suspend or cease providing such Transitional Service; provided that Provider promptly advises Recipient in writing of such potential conflict or violation and cooperates in good faith with Recipient to implement an alternative that resolves such conflict or violation.

Transitional Services. (a) Service Provider's liability for any claims, liabilities, damages, losses, costs, expenses The Seller must procure that each applicable Seller Group Member provides the Buyer with: (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties (collectively, "Losses"), arising out i) access to each of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing the Key Personnel to provide perform the relevant Transitional Services subject to Service Receiver shall be limited to an amount equal to the total fees payable to Service Provider during the fiscal quarter in which the Loss occurs, and in no event shall accordance with the aggregate liability provisions set out in Schedule 13; and (ii) such other Transitional Services as are reasonably requested by the Buyer from time to time during a term from the date of Service Provider exceed the aggregate fees payable Completion until 30 June 2020, such services to Service Provider under be provided without charge during this Agreement. Notwithstanding anything to the contrary contained herein, in the event Service Provider commits an error period (other than with respect to any relevant Third Party supplier costs, which will be passed through without ▇▇▇▇-up or incorrectly performs any overhead charge or fails fee whatsoever, subject to perform the provision to the Buyer of a valid Tax Invoice and reasonable supporting documentation in respect of such costs). The Seller is not required to provide any Transitional ServiceServices under this deed to the extent that the supply of such services exceeds the level, at Service Receiver's request, Service Provider shall use its best efforts scope and/or volume of services that were being provided (or procured to correct such error, re-perform be provided) by or perform such Transitional Serviceon behalf of Newmont Services (including by any other Seller Group Member) in respect of the Gold Operations during the period of six months immediately before the date of this deed. (b) Service Provider The Buyer acknowledges and agrees that: (i) the Seller and each relevant Seller Group Member is not in the business of providing the Transitional Services on a commercial arm’s length basis; (ii) the Transitional Services are not bespoke services and the Seller assumes no responsibility to ensure that the Transitional Services meet the specific requirements of the Buyer; (iii) the Seller is not obliged to provide, or procure the supply of, Transitional Services to the extent that (A) neither the Seller nor any other Seller Group Member have the assets or rights to enable such Transitional Services to be supplied; or (B) provision of the Transitional Services will not be liable or is reasonably likely to Service Receiver for any act or omission result in a breach of any other entity agreement with any Third Party or any law; (iv) it shall cooperate reasonably and in good faith with the Seller and provide any assistance reasonably requested by the Seller to the extent reasonably necessary to allow the Seller to supply the Transitional Services and to allow the Seller to discharge its obligations in respect of the Transitional Services under this deed; and (v) to the maximum extent permitted by law, all terms (other than due to a default as set out in this clause 6.11), conditions and warranties expressed or implied by Service Provider any regulation, common law, equity, trade, custom or usage in any agreement between Service Provider and such other entity and then, only in accordance connection with the provisions supply or quality of Transitional Services provided under this deed or otherwise are expressly excluded and subject the liability of the Seller in respect of the Transitional Services is limited to (at the limitations contained Seller’s election): (A) supplying or re-supplying the Transitional Services; or (B) payment of the cost of having the Transitional Services supplied by a Third Party on the terms set out in this Agreement) furnishing any Transitional Serviceclause 6.11. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICES.