Common use of Transitional Services Clause in Contracts

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") will provide to eFunds or Deluxe, as the case may be, (the "Service Receiver") those administrative and support services listed in Appendix A and B attached hereto (individually a "Transitional Service," and collectively the "Transitional Services"), during the time period for each Transitional Service set forth on Appendix A or B, (the "Time Periods" for all of the Transitional Services, and the "Time Period" for each Transitional Service). (b) Service Provider 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 over Service Provider's businesses or those of any of its affiliates, subsidiaries or divisions. (c) In no event shall Service Receiver be entitled to 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 agreements between Service Provider and such third parties. (e) The 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, as the case may be, on the same terms and conditions as set out in this Transitional Services Agreement and (ii) if necessary, enter into agreements to provide or receive such services, as the case may be, mutatis 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, Deluxe or eFunds, as the case may be, (the "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, ") will provide to eFunds or Deluxe, as the case may be, (the "Service Receiver") those administrative and support services listed in Appendix A and B attached hereto (individually a "Transitional Service," and collectively the "Transitional ServicesLosses"), 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 time period for each Transitional Service set forth on Appendix A or B, (fiscal quarter in which the "Time Periods" for all of the Transitional ServicesLoss occurs, and in no event shall the "Time Period" for each 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 shall perform 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 Transitional Services exercising provisions and subject to the same degree of care as it exercises in performing the same or similar services for its own account. Nothing limitations contained in this Agreement shall require Service Provider to favor Service Receiver over Service Provider's businesses or those of Agreement) furnishing any of its affiliates, subsidiaries or divisionsTransitional Service. (c) In no event shall Service Receiver be entitled to 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 ProviderNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR AT LAW OR IN EQUITY, 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 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (iINCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) 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 ProviderARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE TRANSITIONAL SERVICES. (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 agreements between Service Provider and such third parties. (e) The 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, as the case may be, on the same terms and conditions as set out in this Transitional Services Agreement and (ii) if necessary, enter into agreements to provide or receive such services, as the case may be, mutatis 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, Deluxe DuPont or eFunds, Conoco as the case may be, be (hereinafter the "Service Provider") will provide to eFunds DuPont or Deluxe, Conoco as the case may be, 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," ", and collectively as the "Transitional Services"), 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 the Transitional Services, and the "Time Period" for each Transitional Service). (b) Service Provider 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 over Service Provider's businesses or those of any of its affiliates, subsidiaries or divisions.. 2 (c) In no event shall Service Receiver be entitled to 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 DateDate of Transitional Services, (ii) special studies, (iii) training, or (iv) 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, as permitted by Section 1.03 hereof, parties shall be subject to the terms and conditions of any agreements between Service Provider and such third parties. (e) The 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 DuPont or eFunds Conoco but one of their respective subsidiary corporations (after implementation of the Assignment Restructuring, Transfer and Assumption Separation Agreement). The obligations of Deluxe DuPont and eFunds 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, as the case may be, on the same terms and conditions as set out in this Transitional Services Agreement and (ii) if necessary, enter into agreements to provide or receive such services, as the case may be, mutatis 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 Subject to and upon the terms and subject to the conditions set forth in this Agreement, Deluxe or eFunds, as the case may be, (the "Service Provider") will provide to eFunds or Deluxe, as the case may be, (the "Service Receiver") those administrative and support services listed in Appendix A and B attached hereto (individually a "Transitional Service," and collectively the "Transitional Services"), during the time period for each Transitional Service set forth on Appendix A Term, Seller shall provide or B, (the "Time Periods" for all of cause to be provided to Buyer the Transitional Services, including, without limitation, the services referred to on Schedule One attached hereto and incorporated herein by reference. During the "Time Period" for each Transitional Service). (b) Service Provider Term, Seller shall perform provide Buyer with the same level of support with respect to the Transitional Services exercising that Seller provided to 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 over Service Provider's businesses or those of any of its affiliates, subsidiaries or divisions. (c) In no event shall Service Receiver be entitled to 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 Division prior to the Effective Date, which level of support Seller covenants shall be sufficient to operate the Business during the Term consistent with past practice. In addition, during the Term, Seller shall assist (which assistance shall include, among other things, data conversion, mapping and troubleshooting system startups and/or migrations to new systems) Buyer in connection with Buyer's implementation of its own systems and services to replace the systems and services previously provided by Seller, which assistance shall be of the same type Seller has historically provided for such conversion and implementation issues for the Division. (b) During the Term, Seller shall maintain at Buyer's facilities, at Seller's sole cost and expense, three full-time employees of Seller (the "Transition Employees") to assist Seller in providing Transitional Services to Buyer. The determination of the initial Transition Employees shall be made by Seller and Buyer. If, during the Term, a Transition Employee shall no longer be employed by Seller or Seller otherwise desires to substitute a new Transition Employee, Seller shall use its reasonable efforts to replace such person with another person with similar experience relating to the Division and the services and systems constituting the Transitional Services, which person shall be reasonably acceptable to Buyer. During the Term, the Transition Employees shall be instructed to provide their full time and attention to providing Transitional Services to Buyer and facilitating Buyer's implementation of its own systems and services to replace those previously provided by Seller. (c) During the Term, Seller shall maintain in full force and effect any and all leases, licenses, maintenance agreements and other agreements relating to the Business's information management systems and related services existing as of the Effective Date (individually, an "IT Agreement" and collectively, the "IT Agreements"). Buyer shall reimburse Seller for all out-of-pocket costs associated with the maintenance of such IT Agreements provided that (i) the Seller provides Buyer with supporting documentation, in form and substance reasonably satisfactory to Buyer, evidencing Seller's costs therefor and (ii) special studiessuch costs were, in the ordinary course of business, directly billed by Seller or the applicable vendor to the Division prior to the Closing Date. If, during the Term, any IT Agreement expires or is terminated, then (i) Seller shall, at its sole cost and expense, in the case of expiration, renew such IT agreement or, in the case of expiration or termination, replace such IT Agreement with an IT Agreement containing substantially similar terms (each, a "Renewal/Replacement IT Agreement"), (ii) if requested by Buyer, Seller shall use its reasonable efforts to cause each Renewal/Replacement IT Agreement to permit assignment of such agreement to Buyer at the end of the Term and (iii) trainingif requested by Buyer, Seller shall use its reasonable efforts to facilitate the assignment of any or all Renewal/ Replacement IT Agreements to Buyer. Buyer and Seller agree to work together in good faith during the Term to (ivi) determine whether to renew or replace IT Agreements that expire or have been terminated and (ii) select the advantage of systems, equipment, facilities, training, entity or improvements procured, obtained person(s) to provide services under any Renewal/Replacement IT Agreements which entity or made after the Effective Date by Service Providerperson(s) shall in all cases be reasonably acceptable to Buyer. (d) In addition to being subject to the terms Buyer acknowledges and conditions of this Agreement for the provision agrees that any IT Agreements which perform functions not available with IT Agreements in effect as of the Transitional Services, Service Receiver agrees Effective Date will be purchased by Buyer at its own expense provided that Seller will provide reasonable assistance with the Transitional Services provided by third parties, as permitted by Section 1.03 hereof, shall be subject to the terms and conditions implementation of any agreements between Service Provider and such third partiesIT Agreements (including hardware purchased or leased by Buyer). (e) The 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, as the case may be, on the same terms and conditions as set out in this Transitional Services Agreement and (ii) if necessary, enter into agreements to provide or receive such services, as the case may be, mutatis 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, Deluxe Provider shall provide, or eFundscause one or more of its Affiliates to provide, as the case may be, (the "Service Provider") will provide to eFunds or Deluxe, as the case may be, (the "Service Receiver") those administrative and support services listed in Appendix A and B attached hereto (individually a "Transitional Service," and collectively the "Transitional Services"), during the time period for each Transitional Service set forth on Appendix Schedule A or B, (the "Time Periods" for all of the “Transitional Services”) to Recipient. If any services, and the "Time Period" for each Transitional Service). (b) Service Provider shall perform the Transitional Services exercising the same degree of care as it exercises in performing the same functions or similar services for its own account. Nothing responsibilities not specifically described in this Agreement shall require Service Provider to favor Service Receiver over Service Provider's businesses are an inherent or those of any of its affiliates, subsidiaries or divisions. (c) In no event shall Service Receiver be entitled to any new service or to increase its use of any necessary part 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 proper performance or provision of the Transitional Services, Service Receiver agrees that they shall be deemed to be included within the scope of the Transitional Services provided by third parties, as permitted by Section 1.03 hereof, shall be subject to the terms and conditions of any agreements between Service Provider and such third partiessame extent as if specifically described in this Agreement. (eb) The Parties acknowledge and agree that in respect Schedule A has been prepared using general descriptions of Transitional Services performed outside Services. If at any time within forty-five (45) days after the United States Effective Date, Recipient becomes aware of any services, software or facilities (or the Service Provider and Service Receiver will scope thereof) that are not expressly addressed in most cases not be Deluxe or eFunds Schedule A 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 which were (i) provide being provided by or receive such serviceson 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, as the case may be, on the same terms and conditions as set out in this Transitional Services Agreement and (ii) if necessaryare not readily available from a third-party service provider at a comparable cost (“Missing Services”), enter into agreements 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 at substantially the same cost as such Missing Service was operated during such prior twelve (12) 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, for all purposes of this Agreement; and the Parties shall promptly meet to identify and document the scope, 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 other Transitional Service on Schedule A. However, the foregoing shall not apply to any such service, software or receive facility, the provision of which would conflict with or violate, in any material respect, any applicable Law, any contract or agreement to which Provider is a party or the rights of any third party with respect thereto. (c) Recipient acknowledges that Provider may provide the Transitional Services directly, through any of its Affiliates or through one or more third parties engaged by Provider to provide the Transitional Services in accordance with the terms of this Agreement. (d) Subject to the provisions of Sections 7 and 8, nothing in this Agreement shall require Provider to perform or cause to be performed any Transitional Service if the provision of such servicesTransitional Service by Provider would, as a result of a material change in applicable Law following the case Effective Date, conflict with or violate, in any material respect, any applicable Law, any 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, Provider may be, mutatis mutandis suspend or cease providing such Transitional Service; provided that Provider promptly advises Recipient in form writing of such potential conflict or violation and substance the same as this Transitional Services Agreement except cooperates in good faith with Recipient to the extent it is necessary implement an alternative that resolves such conflict or appropriate to modify such agreements to comply with local lawsviolation.