Common use of Vendor Agreements Clause in Contracts

Vendor Agreements. (a) The Parties anticipate that the Service Provider may rely upon its and its Affiliates’ existing agreements with third parties to provide certain of the Services described herein (each, a “Vendor Agreement”). If (a) the Service Provider’s or its Affiliates’ costs, fees or expenses increase under the terms of a Vendor Agreement or (b) the Vendor demands or is entitled to additional costs, fees or expenses now or in the future, then, in each case, arising from the use or provision of all or any portion of the Services pursuant to this Agreement, in addition to all other amounts due hereunder, Recipient shall be liable for the portion of associated documented increased or additional amounts under this Section 2.04 to the extent that such costs, fees or expenses are incurred in the performance of the Services, in each case as such amounts are determined by the Service Provider in good faith. All costs, fees and expenses arising under a Vendor Agreement, including any such additional costs, fees or expenses, shall be deemed “Expenses,” without duplication of the Fees. The Service Provider shall notify Recipient promptly after it learns of any increased amounts due under this Section 2.04(a). In addition, at Recipient’s request and sole cost and expense, the Service Provider will use commercially reasonable efforts to replace any such Vendor that has increased its fees with another third party provider that provides the applicable Service(s) at a lower fee and comparable level of service; provided, however, that Service Provider shall not be required to replace any Vendor if such replacement would negatively impact the Service Provider’s business in any way. To the extent any such Vendor Agreement includes early termination fees or similar charges (the “Vendor Termination Fees”), Recipient shall be solely responsible for any such Vendor Termination Fees that the Service Provider or its Affiliates incur as a result of the transaction contemplated under this Agreement and/or Recipient and/or its Affiliates ceasing to use the Services under this Agreement. (b) In the event any third party consent, waiver or approval is required for the Service Provider or its designees to provide any Services and such consent, waiver or approval is not obtained, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Services, if available; provided, however, that nothing in this Section 2.04 shall require the Service Provider to (i) enter into any new contracts with third parties or (ii) pay increased fees or other consideration for any required consent unless Recipient pays the Service Provider for such increased fees or other consideration. Neither the Service Provider nor its Affiliates shall be required to provide any Services for which any consent, waiver or approval of any third party is required but not obtained.