Exhibit 99.6
  MASTER INFORMATION TECHNOLOGY AND APPLICATION DEVELOPMENT SERVICES AGREEMENT
  Lender Processing Services, Inc.
  Fidelity National Financial, Inc.




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TABLE OF CONTENTS
 ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION
    
    
    41.1. Definitions
    
    
    41.2. Rules of Interpretation
    
    
    4ARTICLE 2. TERM
    
    
    52.1. Initial Term
    
    
    52.2. Renewal and Extensions
    
    
    5ARTICLE 3. SERVICES
    
    
    63.1. Services
    
    
    63.2. LPS Responsible for all Service Providers and LPS Subcontractors
    
    
    73.3. Services
    
    
    73.4. Base Services Agreements
    
    
    83.5. Statements of Work and Additional Services
    
    
    83.6. Licenses and Permits
    
    
    103.7. Change Control Procedures
    
    
    103.8. Product Discontinuation
    
    
    103.9. Intentionally Deleted
    
    
    103.11. Reports
    
    
    103.12. Compliance Environment
    
    
    103.13. Title to Work Product Other Than Software
    
    
    113.14. LPS Affiliate Statements of Work
    
    
    12ARTICLE 4. INTENTIONALLY DELETED
    
    
    12ARTICLE 5. SERVICE LEVELS
    
    
    125.1. Services
    
    
    125.2. Adjustment of Service Levels
    
    
    125.3. Intentionally Deleted
    
    
    125.4. Service Level Penalties
    
    
    125.5. Intentionally Deleted
    
    
    135.6. Service Level Measurement
    
    
    135.7. Service Level Audit
    
    
    13ARTICLE 6. SERVICE LOCATIONS
    
    
    136.1. LPS Service Locations
    
    
    136.2. Safety and Security Procedures
    
    
    13ARTICLE 7. RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION
    
    
    157.1. Relationship Managers
    
    
    157.2. Continuity of Services
    
    
    167.3. Dispute Resolution
    
    
    16ARTICLE 8. PROJECT STAFF
    
    
    178.1. Project Staff
    
    
    178.2. FTEs
    
    
    188.3. Onsite Resources
    
    
    188.4. LPS Subcontractors
    
    
    18
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8.5. Conduct of LPS Personnel
    
        188.6. Conduct of FNF Personnel
    
        198.7. Personnel Recruitment
    
        19ARTICLE 9. PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS.
    
        199.1. Identification of Software
    
        199.2. FNF Software
    
        209.3. LPS Proprietary Software
    
        209.4. LPS Third Party Software
    
        219.5. Enhancements and Modifications
    
        219.6. Newly Developed Software
    
        229.7. Equipment
    
        229.8. Systems
    
        22ARTICLE 10. REQUIRED CONSENTS
    
        22ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT
    
        2311.1. LPS Responsibilities
    
        2311.2. Third Party Invoices
    
        23ARTICLE 12. DATA
    
        2312.1. Title to Data
    
        2312.2. Return of Data
    
        2412.3. Partial Return of Data
    
        2412.4. Timing; Expense
    
        24ARTICLE 13. INVOICES AND PAYMENTS
    
        2413.1. Fees
    
        2413.2. Penalties
    
        2413.3. Taxes
    
        2413.4. Proration
    
        2513.5. Invoicing and Payment
    
        2513.6. Rights of Set Off
    
        2513.7. Refundable Items
    
        2513.8. Inflation Adjustment
    
        2513.9. Pass-Through Expenses
    
        25ARTICLE 14. AUDITS
    
        2614.1. FNF Audit Rights
    
        2614.2. Fee Audit
    
        26ARTICLE 15. FORCE MAJEURE; TIME OF PERFORMANCE
    
        2715.1. Force Majeure
    
        2715.2. Time of Performance and Increased Costs
    
        2715.3. Sole and Exclusive
    
        28ARTICLE 16. CONFIDENTIALITY
    
        2816.1. Confidential Information
    
        2816.2. Work Product Privilege
    
        2916.3. Injunctive Relief
    
        3016.4. Unauthorized Acts
    
        30
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16.5. Publicity
    
    
    3016.6. Data Privacy
    
    
    31ARTICLE 17. REPRESENTATIONS AND WARRANTIES
    
    
    3317.1. Representations and Warranties
    
    
    3317.2. Disclaimer
    
    
    36ARTICLE 18. TERMINATION
    
    
    3618.1. Termination for Convenience
    
    
    3618.2. Termination
    
    
    3618.3. Termination for Insolvency
    
    
    3718.4. Termination Assistance
    
    
    38ARTICLE 19. EXIT PLAN
    
    
    3919.1. Description of Termination Assistance Services
    
    
    3919.2. Implementation
    
    
    39ARTICLE 20. INDEMNIFICATION
    
    
    4020.1. Indemnification by LPS
    
    
    4020.2. Indemnification by FNF
    
    
    4120.3. LPS Intellectual Property Indemnification
    
    
    4120.4. FNF Intellectual Property Indemnification
    
    
    4220.5. Indemnification Procedures
    
    
    4220.6. Contribution
    
    
    4320.7. Limitation of Liability
    
    
    4320.8. Exclusions
    
    
    44ARTICLE 21. WAIVER
    
    
    44ARTICLE 22. INSURANCE
    
    
    4422.1. Coverage Required
    
    
    4422.2. Insurance Documentation
    
    
    45ARTICLE 23. MISCELLANEOUS PROVISIONS
    
    
    4523.1. Notices
    
    
    4523.2. Counterparts
    
    
    4623.3. Headings
    
    
    4623.4. Relationship
    
    
    4623.5. Severability
    
    
    4623.6. Entire Agreement
    
    
    4723.7. Amendments
    
    
    4723.8. Governing Law
    
    
    4723.9. Survival
    
    
    4723.10. Third Party Beneficiaries
    
    
    4723.11. Acknowledgment
    
    
    4823.12. Covenant of Further Assurances
    
    
    4823.13. Assignment
    
    
    48
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MASTER INFORMATION TECHNOLOGY AND APPLICATION DEVELOPMENT SERVICES AGREEMENT
(Agreement) Effective Date Fidelity National
Financial, Inc. FNF Lender Processing Services, Inc. LPS Agreement
 W I T N E S S E T H:
 Whereas,
 Whereas,
 Now, Therefore,
  ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION
 Definitions
 Schedule I
 Rules of Interpretation.
 (a)
    
    The term including means including, without limitations unless the context
clearly states otherwise.(b)
    
    All references in this Agreement to Articles, Sections, Exhibits or Schedules,
unless expressed or indicated, are to the Articles, Sections, Exhibits or Schedules to
this Agreement.(c)
    
    Words importing persons include, where appropriate, firms, associations,
partnerships, trusts, corporations and other legal entities, including public bodies,
as well as natural persons.




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(d)
    
    Words importing the singular include the plural and vice versa. Words of the
masculine gender are deemed to include the correlative words of the feminine and neuter
genders.(e)
    
    All references to a number of days mean calendar days, unless expressly
indicated otherwise.(f)
    
    The recitals to this Agreement are deemed to be a part of this Agreement.(g)
    
    In the event of a conflict between the terms of any or all of the body of this
Agreement, the Statement of Work and any other Exhibit or Schedule to this Agreement,
the terms of this Agreement shall prevail to the extent of such conflict.(h)
    
    All reference herein to this Agreement shall include the exhibits and schedules
attached to this Agreement.(i)
    
    For purposes of this Agreement, Subsidiary shall mean any corporation or
other legal entity of which LPS controls or owns, directly or indirectly, more than
fifty percent (50%) of the stock or other equity interest entitled to vote on the
election of the members to the board of directors or similar governing body.
 ARTICLE 2. TERM
 Initial Term.
 Initial Term Initial Term Expiration
Date
 Renewal and Extensions
 (a)
    
    FNF shall have the right to renew (a Renewal Right) this Agreement upon the
expiration of the Initial Term for two successive one-year periods. Each such renewal
period is referred to herein as a Renewal Period. If FNF intends to exercise a
Renewal Right, FNF shall provide LPS with a written notice of such intent (a Renewal
Notice) at least six (6) months prior to the Initial Term Expiration Date, or the
expiration date of the initial Renewal Period. FNFs failure to provide the Renewal
Notice permitted by this Section 2.2 shall be conclusive evidence of FNFs intent not
to exercise a Renewal Right. The Initial Term, along with any Renewal Period, are
collectively referred to herein as the Term. Expiration Date shall be defined as the
end of the Term (Expiration Date).(b)
    
    Upon receipt by LPS of a Renewal Notice, FNF and LPS shall commence discussions
relating to the terms and conditions of this Agreement applicable to the Renewal
Period. If, prior to the commencement of a Renewal Period, FNF and LPS have not agreed
upon the terms and conditions applicable to this




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Agreement during such Renewal Period,
this Agreement shall be renewed for only the One Year Renewal Period on the terms of
this Agreement in effect on the Initial Term Expiration Date.(c)
    
    Each Statement of Work arising hereunder shall have an initial term as
specified therein but, in the absence of any specification, shall be coextensive with
the end of the Initial Term or then-current Renewal Term and, subject to any right of
earlier termination, shall thereafter renew (or terminate) on the same dates and
subject to the same notice requirements as applicable to this Agreement.
 ARTICLE 3. SERVICES
 Services
 (a)
    
    As of the Effective Date and continuing throughout the Term, LPS will provide
to the FNF Entities (defined immediately following), the services, as more particularly
described in the Base Services Agreements, Schedules and Exhibits attached hereto. For
purposes of this Agreement, the term FNF Entities shall mean, collectively, at any
given time after the Effective Date, each of (i) FNF and (ii) all partnerships, firms,
corporations, and entities which are, at that time, at least majority owned or
otherwise controlled (directly or indirectly) by FNF. Such services, together with
Additional Services (defined herein below), and services to be provided under
Statements of Work, Base Services Agreement(s), Amendments, or an equivalent, made
part of this Agreement from time to time, are collectively referenced herein as the
Services. The Roles and Responsibilities described in Exhibit A shall apply only to
the extent that a Base Service Agreement states that such Services will be provided.(b)
    
    FNF and LPS agree that each of the FNF Entities shall have the right to
receive, use and benefit from the Services to be provided pursuant to this Agreement.
FNF shall be fully responsible for compliance by each FNF Entity with the terms and
conditions of this Agreement. FNF shall be the sole point of contact for LPS for all
requests, communications, decisions, and approvals under this Agreement. FNF shall
resolve, and LPS shall not be responsible for, any conflicts among the FNF Entities
which affect LPSs performance of the Services. LPS shall look solely to FNF for the
payment of Fees. An entity which ceases to be an FNF Entity shall, ipso facto, cease
to enjoy rights hereunder, but any of the FNF Entities may use its rights hereunder to
transition the former FNF Entity off the Services, for a reasonable period, not to
exceed twelve (12) months, without breach hereof; provided, however, that during such
transition period, the Services shall be limited to those applications which were
supported through the Services prior to the date of divestiture. In any such event,
FNF shall continue to pay for Services requested by FNF and provided by LPS in support
of the transitioning FNF entity or business and shall be responsible for the
performance of such transitioning entity in conformity with the terms and conditions of
this Agreement.




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(c)
    
    Subject to Section 3.1(b) and Section 3.5 (Additional Services) and subject to
the terms of the applicable Base Service Agreement, FNF shall have the right to add
additional entities, additional volumes and business units to this Agreement; provided
that the addition or deletion of such entities or business units does not materially
affect LPSs obligations under this Agreement. Any such increase or decrease in volume
resulting from the addition or deletion of entities, additional volumes or business
units shall be treated as any other increase or decrease in the resource volumes
invoiced to FNF. FNF shall share information with LPS necessary to allow LPS to
determine which resources will be required to perform the Services and any Additional
Services, subject to applicable confidentiality restrictions.(d)
    
    FNF acknowledges that the Services will be performed by LPS and one or more
Subsidiaries of LPS and consents to the performance of such Services from time to time
during the Term of the Agreement by such LPS Subsidiaries.
 LPS Responsible for all Service Providers and LPS Subcontractors
 LPS Subcontractors Exhibit J
 Services
 Services




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Base Services Agreements.
 Base Services
Agreement Base Services Agreements
 Statements of Work and Additional Services.
 (a)
    
    FNF may from time to time request that LPS perform technology related services
that are not specified herein as being included in the Services (Additional
Services). Upon request by FNF in writing to the LPS Relationship Manager in detail
sufficient for LPS to respond, LPS will promptly respond in an amount of time
appropriate to the complexity of project, but in no event more than ten (10) days
later, providing FNF, in writing, (1) (A) a description in reasonable detail of the
work LPS proposes to perform to fulfill the request for Additional Services, including
when appropriate suggested software and/or hardware, (B) a schedule for commencing and
completing such Additional Services, and (C) LPSs full prospective charges and/or
rates for completing and/or maintaining such Additional Services or (2) if LPS cannot
respond in the detail required by subsection (1), an estimate of time by which LPS
shall provide to FNF the information set forth in subsections 3.5(a)(1)(A), (B) and (C)
hereof.(b)
    
    If FNF determines, in its sole discretion, to move forward with such Additional
Services from LPS on the terms offered, the parties shall work together over an
appropriate period of time, not to exceed ten (10) days, to determine the following
matters and develop a schedule for an appropriate Statement of Work: (1) when
appropriate, any new software or hardware required by LPS to deliver the Additional
Services, (2) when appropriate, if requested by FNF, the Designated Software, Equipment
and run time requirements necessary to develop and operate




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any new applications
required to deliver the Additional Services, (3) when appropriate, a description of the
human resources necessary to develop and provide the Additional Services, (4) when
appropriate, a list of any existing applications or hardware necessary to be used in
delivering the Additional Services, and an assessment of the impact on then-current
Services supported by such applications and/or hardware, (5) when appropriate,
acceptance test criteria and procedures for any new applications, products, packages or
services which are part of any Additional Services and (6) the applicable Fees.
Thereafter, the parties shall negotiate in good faith the time frame for the completion
of the Statement of Work.
 (c)
    
    If after FNFs receipt of LPSs initial response to FNFs request for
Additional Services containing the information set forth in Section 3.5(a)(1), FNF
determines to move forward with engaging LPS to perform such Additional Services it may
elect, in writing, to have LPS promptly commence performance of such Additional
Services on a time and materials basis, in accord with the LPS response and all
applicable terms herein, pending execution of a definitive Statement of Work and for an
FNF-specified period of not more than sixty (60) days. Such interim work shall be
performed on a time and materials basis at the Professional Services Rate set forth in
Exhibit D. If FNF indicates to LPS its desire to negotiate a Statement of Work
pending, during or instead of, assuming a time and materials arrangement, the Parties
shall promptly commence negotiations thereof, with such negotiations to be conducted
diligently and in good faith. Either party may discontinue negotiation of the
definitive Statement of Work at such partys discretion at any time. Alternatively, if
the LPS response is not acceptable to FNF, FNF may propose to, or request from, LPS a
revision or refinement of the form or substance of LPSs initial response. LPS will
promptly (but in no event more than five (5) days later) respond with (1) a revised
proposal or (2) an estimate of time by which LPS shall provide a revised proposal, and
the process described above may repeat. A request by FNF for a revised proposal shall
not be deemed a rejection of the original LPS proposal which may be taken up on a time
and materials basis at any time within sixty (60) days of the relevant LPS response.
If LPS fails to timely respond to a request for revised proposal, FNF may, for all
purposes, deem such inaction as a rejection by LPS of the opportunity to make a counter
proposal.(d)
    
    LPS shall not commence, nor shall FNF be liable to pay for, any Additional
Service unless and until LPS and FNF have entered into either a time and materials
agreement or Statement of Work (as contemplated above) or an Amendment to this
Agreement in accord with Section 23.7 (Amendments). Upon entering into an agreement
for Additional Services, such Additional Services shall be deemed included within the
concept of Services. Nothing in this Section 3.5 shall be interpreted as preventing
FNF from obtaining Services from a third party at its sole discretion without
obligation to first offer the opportunity to provide such Services to LPS.




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Licenses and Permits
  Change Control Procedures
 Change Control Procedures
 Product Discontinuation.
  Intentionally Deleted.
 Intentionally Deleted.
 Reports.
 Reports Report
 Compliance Environment.




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Regulation
 Title to Work Product Other Than Software.




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LPS Affiliate Statements of Work.
 Affiliate Provider
 ARTICLE 4. INTENTIONALLY DELETED
 ARTICLE 5. SERVICE LEVELS
 Services.
  Adjustment of Service Levels.
  Intentionally Deleted.
 Service Level Penalties




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Intentionally Deleted.
 Service Level Measurement.
  Service Level Audit
 Service Level Audit Service Level Audit Report
 ARTICLE 6. SERVICE LOCATIONS
 LPS Service Locations.
 LPS Service Location(s
 Safety and Security Procedures.
 (a)
    
    LPS shall maintain and enforce, at the LPS Service Locations, safety and
security procedures that are at least (i) compliant with Regulations and the Fidelity
Information Security Policy in accordance with LPSs obligations under Section 3.12,
(ii) equal to industry standards for such LPS Service Locations, and (iii) as rigorous
as those procedures in effect at the LPS Service Locations as of the Effective Date.
LPS shall investigate and remedy any Security Incident (as defined below) at the LPS
Service Locations, if applicable, in accordance with the provisions of this Section.(b)
    
    At the LPS Service Locations, LPS shall maintain and comply with safeguards
against the destruction, loss or alteration of FNF Data (the Data Safeguards) which
are at least (i) compliant with the requirements of Section 3.12, (ii) equal to




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generally accepted insurance industry standards, and (iii) as rigorous as those
procedures used in protection of its own similar data as of the Effective Date. The
safeguards shall include (1) FNF Data backup and storage which is separate from that of
other LPS customers, and (2) upon request, reports of appropriate logs of the internal
LPS firewall(s), LPS leveraged firewalls used to deliver FNF services or LPS-managed,
FNF-dedicated firewalls which separate the FNF segment from other LPS segments (except
that LPS reserves the right to mask certain sensitive information (e.g., LPS internal
or other LPS customer IP addresses)). All changes to the firewall rule sets which will
affect the delivery of the Services shall be made in accordance with Change Control
Procedures. FNF shall be permitted to conduct, or to cause LPS to engage a third party
(who is not a competitor and is mutually agreeable to LPS) to conduct, at FNFs expense
and no more frequently than once a year, a review of LPSs information security
management, the LPS firewall rule sets for the internal LPS firewall(s) which separate
the FNF segment from other LPS segments or leveraged firewalls used to deliver FNF
services (except that LPS reserves the right to mask certain sensitive information
(e.g., LPS internal or other LPS customer IP addresses)), LPS-managed, FNF-dedicated
firewalls and any other security procedures implemented with respect to the Systems
used to deliver the Services to FNF upon reasonable notice (which shall be no less
than ten (10) days notice for such reviews by auditors and inspectors designated by FNF
and upon request, regardless of advance notice (a) to the extent FNF is required to
conduct a more immediate review for compliance with law and (b) for more immediate
reviews by FNF regulators) and so as to not disrupt LPS business operations. Such
access shall be provided to FNF in accordance with LPSs security and audit guidelines
(i.e., access will be provided at the applicable LPS Service Location with the
assistance of LPS personnel and shall include the opportunity to review but not copy
the logs). LPS shall cooperate fully with any FNF investigation of a Security
Incident. Such collaboration shall include permitting FNF access to internal audit
data and logs of communications traffic pertinent to the Security Incident, provided
that LPS shall not be required to disclose any information regarding other customers of
LPS.(c)
    
    LPS shall maintain in effect at all times, and promulgate, within LPS and LPS
Subcontractors performing Services, a Security Incident Response Plan, the current
version of which has been provided to FNF. The Security Incident Response Plan shall
be reviewed by the parties not less often than every six (6) months. At each review,
all changes to the Security Incident Response Plan made by LPS since a prior review
shall be disclosed by LPS to FNF. Any change to the Security Incident Response Plan
which is reasonably expected to result in a material impact on FNF shall be subject to
FNFs prior approval, which approval shall not be unreasonably withheld. LPS shall use
commercially reasonable efforts to incorporate all FNF proposed changes to the Security
Incident Response Plan. The Plan shall describe the procedures for LPS to follow in the
event of any actual (i) unauthorized use, access, disclosure, theft, manipulation
and/or reproduction of FNF Data, and/or (ii) security breach of the Systems associated
with the accessing, processing, storage, communication and/or transmission of




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FNF Data
(a Security Breach) or if LPS or FNF has a reasonable cause to believe that such a
Security Breach has occurred or will occur (collectively, a Security Incident).(d)
    
    Subject to appropriate protections of third party confidential information, FNF
may elect, with LPSs cooperation, to observe any LPS investigation associated with any
such Security Incident and LPS will, in any event, keep FNF informed of all progress
and actions taken in response to each Security Incident. FNF in its sole discretion
will determine whether to provide notification to customers, employees or agents
concerning a breach or potential breach of security or any other type or form of
Security Incident. Furthermore, FNF, and not LPS, will determine the need for and will
have the sole authority to initiate disclosure to appropriate government authorities in
the event of a security breach, unless such disclosure by LPS is mandated by applicable
law or regulation.(e)
    
    LPS agrees to maintain on all Systems associated with access, processing,
storage, communication and/or transmission of FNF Data, a continuous monitoring program
to enable early detection of any known or suspected instance of unauthorized use,
access, disclosure, theft, manipulation, reproduction and/or possible Security
Incident.
 (f)
    
    To the extent that any of the Services are provided from a location other than
an LPS Service Location, including but not limited to locations or facilities provided
by FNF to LPS for the purposes of providing the Services (a FNF Location), LPS shall
comply with those safety and security procedures that are in effect at such FNF
Location and of which LPS is aware or reasonably should be aware. To the extent FNFs
personnel are present at the LPS Service Location in connection with the performance of
the Services, FNF shall comply with those safety and security policies and procedures
imposed by LPS at LPS Service Locations of which FNF is aware or reasonably should be
aware.
 ARTICLE 7. RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION
 Relationship Managers.
 LPS
Relationship Managers FNF Relationship Managers Management Committee




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Continuity of Services.
  Dispute Resolution
 (a)
    
    All disputes, controversies, or claims arising out of or relating to this
Agreement, (Dispute(s)) shall be settled as set forth in this Section 7.3 (unless
excepted pursuant to Section 7.3(d), 12.2 or 16.3). Disputes shall be initially
referred to the Management Committee prior to escalation to First Tier Management (as
defined below). If the Management Committee is unable to resolve, or does not
anticipate resolving, a Dispute within ten (10) days after referral of the matter to
it, then either party shall submit the Dispute to the First Tier Management.(b)
    
    Each party will designate a first tier manager, who will initially be the Chief
Information Officer of LPS and Chief Information Officer of FNF (collectively, the
First Tier Management). The First Tier Management shall meet with such frequency as
the First Tier Management may mutually agree, but in no event less frequently than once
every ninety (90) days, for the purposes of (a) discussing the status of matters
related to the Services, LPS performance, and any other matters and (b) resolving
Disputes that may arise under this Agreement. The First Tier Management shall consider
Disputes in the order such Disputes are brought before it. The First Tier Management
shall negotiate in good faith and each use commercially reasonable efforts to resolve
such Dispute. The location, format, frequency, duration and conclusion of these
elevated discussions shall be left to the discretion of the representatives involved
subject to the last sentence of this Subsection 7.3(b). Upon agreement, the
representatives may utilize other alternative dispute resolution procedures to assist
in the negotiations. Discussions and correspondence among the representatives for
purposes of these negotiations shall be treated as confidential information developed
for purposes of settlement, exempt from discovery and production, which shall not be
admissible in subsequent proceedings between the parties. Documents identified in or
provided with such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise admissible, be admitted in
evidence in such subsequent proceeding. If the First Tier management is unable to
resolve, or does not anticipate resolving, a Dispute within twenty (20) days after
referral to it, the parties must submit the Dispute to the Executive Management (as
defined below) pursuant to Subsection 7.3(c).(c)
    
    If the negotiations conducted pursuant to Section 7.2(b) do not lead to
resolution of the underlying Dispute to the satisfaction of a party involved in such




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negotiations, then either party may notify the other in writing that it desires to
elevate the Dispute to the President of LPS and the President of FNF (collectively, the
Executive Management) for resolution. Upon receipt by the other party of such
written notice, the Dispute shall be so elevated and the President of LPS and the
President of FNF shall negotiate in good faith and each use commercially reasonable
efforts to resolve such Dispute within thirty (30) days. The location, format,
frequency, duration and conclusion of these elevated discussions shall be left to the
discretion of the representatives involved. Upon mutual agreement, the Dispute may be
mediated before either party may resort to litigation. Upon agreement, the
representatives may utilize other alternative dispute resolution procedures to assist
in the negotiations. Discussions and correspondence among the representatives for
purposes of these negotiations shall be treated as confidential information developed
for purposes of settlement, exempt from discovery and production, which shall not be
admissible in any subsequent proceedings between the parties. Documents identified in
or provided with such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise admissible, be admitted in
evidence in such subsequent proceeding.(d)
    
    In the event that a Dispute is not resolved within thirty (30) days after the
referral of the Dispute to the Executive Management, either party may refer the Dispute
to binding arbitration in accordance with the then current versions of the Commercial
Arbitration Rules and Mediation Procedures of the American Arbitration Association.
The arbitration will be conducted in Jacksonville, Florida in front of one mutually
agreed upon arbitrator. The parties agree to participate in the management escalation
process described in this Section 7.3 (the Escalation Process) to its conclusion and
not to terminate negotiations concerning resolution of the matters in dispute until the
earlier of conclusion of the Escalation Process or termination or expiration of this
Agreement. Each party agrees not to commence an arbitration action or seek other
remedies prior to the conclusion of the Escalation Process, provided that either party
may commence an arbitration action on any date (i) if, within the thirty (30) days
thereafter, the commencement of a judicial claim might be barred by an applicable
statute of limitations or (ii) in order to request an injunction to prevent irreparable
harm. In such event, the parties agree (except as prohibited by court order) to
continue to participate in the Escalation Process to its conclusion and to toll the
statute of limitations until thirty (30) days after conclusion of the Escalation
Process.
 ARTICLE 8. PROJECT STAFF
 Project Staff.
 Project Staff




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FTEs.
 FTE
 Onsite Resources.
  LPS Subcontractors.
  Conduct of LPS Personnel.




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Conduct of FNF Personnel.
  Personnel Recruitment.
  ARTICLE 9. PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS.
 Identification of Software.




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FNF Software.
 FNF Proprietary
Software FNF Third Party Software FNF Software
 LPS Proprietary Software.
 LPS
Proprietary Software




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LPS Third Party Software
 LPS Third Party Software LPS Software Designated Software
 Enhancements and Modifications.




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Newly Developed Software.
  Equipment.
 LPS Equipment FNF
Equipment Equipment
 Systems.
 Systems
 ARTICLE 10. REQUIRED CONSENTS
 Consents




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ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT
 LPS Responsibilities.
 LPS Managed Agreements
 Third Party Invoices.
 LPS Managed Invoices
 ARTICLE 12. DATA
 Title to Data.
 FNF Data




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Return of Data.
  Partial Return of Data.
  Timing; Expense.
  ARTICLE 13. INVOICES AND PAYMENTS
 Fees.
 Fees
 Penalties
  Taxes




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Proration.
  Invoicing and Payment.
  Rights of Set Off
  Refundable Items.
  Inflation Adjustment
  Pass-Through Expenses
 Pass-Through Expenses




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ARTICLE 14. AUDITS
 FNF Audit Rights.
  Fee Audit.
 Fee Auditor Fee Audit Fee




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Audit Report Fee
Payment Date The Wall Street Journal The Wall Street Journal Prime
Rate
 ARTICLE 15. FORCE MAJEURE; TIME OF PERFORMANCE
 Force Majeure.
 Force Majeure Event Affected Performance
 Time of Performance and Increased Costs.




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FNF Interruption Event
 Sole and Exclusive.
  ARTICLE 16. CONFIDENTIALITY
 Confidential Information.
 Confidential Information




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##### 



Work Product Privilege.
 Privileged Work
Product




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Injunctive Relief.
  Unauthorized Acts.
 Unauthorized Access
 Publicity.




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Data Privacy.
 16.6.1.
    
    Where, in connection with this Agreement, LPS processes or stores information about a
living individual that is held in automatically processable form (for example in a
computerized database) or in a structured manual filing system (personal data), on behalf of
any FNF Entities or their clients, then LPS shall:
 (i)
    
    process those personal data only on the written instructions of
an FNF Entity (or, with an FNF Entitys prior written approval, the FNF
Entitys client);(ii)
    
    implement appropriate administrative, physical and technical
measures to protect those personal data against accidental or unlawful
destruction or accidental loss, alternation, unauthorized disclosure or access,
in particular where the processing involves the transmission of data over a
network for which LPS has responsibility, and against all other unlawful forms
of processing. Should an audit reveal unresolved deficiencies (which LPS
agrees are deficiencies) without a management plan to correct them, FNF may
require LPS to promptly provide a management response to cure the deficiency
and to provide documentation, as reasonably requested, to demonstrate such cure
to FNFs reasonable satisfaction. LPS shall bear the costs of any required
remedial action. LPSs security measures shall be in accordance with generally
accepted industry standards and applicable Regulations and the Fidelity
Information Security Policy in accordance with LPSs obligations pursuant to
Section 3.12. FNF may review LPSs then-current security procedures in
accordance with the procedures set forth in Section 14 of this Agreement.
Should a review of LPSs security procedures and/or policies reveal issues with
LPSs security procedures and/or policies that constitute deficiencies as
assessed against applicable Regulations, the Fidelity Information Security
Policy and generally accepted industry standards, FNF may require LPS to
promptly provide a plan to cure the deficiency and to provide documentation, as
reasonably requested, to demonstrate such cure to FNFs reasonable
satisfaction. In addition to the security measures previously implemented by
LPS as described in LPSs then-current security procedures, LPS agrees to
adhere to such additional security measures with respect to FNFs personal data
as may reasonably be imposed by FNF in accordance with Section 3.12. FNF will
reimburse LPS for its actual costs incurred if adherence to additional security
standards requested or required by FNF increases LPSs costs of operation. LPS
shall promptly notify FNF of (i) any known material unauthorized possession or
use, or attempt thereof, of the data processing files or other personal data;
(ii) the effect of such, and (iii) the corrective action taken in response
thereto;




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(iii)
    
    not disclose those personal data to any person except as
required or permitted by this Agreement (including without limitation any
confidentiality restrictions contained in it) or pursuant to an FNF Entitys
written consent;(iv)
    
    provide full cooperation and assistance to the FNF Entities in
allowing data subjects (as defined in Directive 95/46/EC of the Parliament and
of the Council of the European Union of 24 October 1995) to have access to
those data subjects and/or to ensure that those data subjects are deleted or
corrected if so required by any FNF Entity; and(v)
    
    not process those personal data except to the extent reasonably
necessary to the performance of this Agreement.
 Except as otherwise agreed in writing, all personal data relating to the FNF Entities or
their clients, or any employees or representatives of the FNF Entities, or otherwise
acquired by LPS or LPS Subcontractors as a result of this Agreement shall be processed on
behalf of the FNF Entities, and LPS shall have no right to process or permit a third party
to process such data other than in performance of LPSs obligations under this Agreement.
 16.6.2.
    
    FNF may instruct LPS, where LPS processes personal data on behalf of FNF Entities, to take
such steps in the processing of those personal data as are reasonably necessary for the
performance of this Agreement.
 16.6.3.
    
    If LPS or any LPS Subcontractors transfers any of the personal data that were provided to
LPS by FNF Entities to another jurisdiction for processing outside the United States, LPS
shall ensure that the transfer, and LPSs subsequent processing of personal data in the second
jurisdiction, do not put the FNF Entities in breach of relevant data protection laws in the
jurisdiction to which the personal data is transferred.
 16.6.4.
    
    FNF Entities may, in connection with this Agreement, collect personal data in relation to
LPS and LPSs employees, directors and other officers involved in providing Services
hereunder. Such data may be collected from LPS, its employees, its directors, its officers,
or from other (for example, published) sources; and some limited personal data may be
collected indirectly at FNFs (or FNFs Entities) locations from monitoring devices or by
other means (e.g., telephone logs, closed circuit TV and door entry systems). Nothing in this
Section 16.6.4 obligates LPS or LPSs employees, directors or other officers to provide
personal data requested by FNF. The FNF Entities may use and disclose any such data disclosed
by LPS solely for purposes connected with this Agreement and for the relevant purposes
specified in the data privacy policy of the FNF Entity (a copy of which is available on
request). In particular, FNF may for these purposes transfer such data to any country in
which FNFs worldwide organization does business (including to other FNF Entities) so long as
FNF does so in compliance with the relevant data protection laws. LPS agrees to such transfer
in its own right and on behalf (with the authority) of its employees, directors and other
officers. FNF will maintain the same level of protection for personal data collected from LPS
(and LPSs




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##### 



employees, directors and officers, as appropriate) as FNF maintains with its own
personal data, and will implement appropriate administrative, physical and technical measures
to protect the personal data collected from LPS and LPSs employees, directors and other
officers against accidental or unlawful destruction or accidental loss, alternation,
unauthorized disclosure or access.
 ARTICLE
17. REPRESENTATIONS AND WARRANTIES
 17.1.
    
    Representations and Warranties.
 (a)
    
    LPS represents that:
 (1)
    
    It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.(2)
    
    It has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement.(3)
    
    With respect to the subject matter of this Agreement, it is
duly licensed, authorized or qualified to do business and is in good standing
in every jurisdiction in which a license, authorization or qualification is
required for the ownership or leasing of its assets or the transaction of
business of the character transacted by it, except where the failure to be so
licensed, authorized or qualified would not have a material adverse effect on
LPSs ability to fulfill its obligations under this Agreement.(4)
    
    The execution, delivery and performance of this Agreement (a)
has been duly authorized by LPS and (b) will not conflict with or result in a
violation of any of the terms, conditions or provisions of any note, bond,
mortgage, indenture or deed of trust or any license, lease agreement or other
instrument or obligation to which LPS is a party or by which LPS or any of its
assets is bound or affected.(5)
    
    It is in compliance with all applicable Federal, state, local,
international and foreign laws and regulations applicable to it in connection
with its obligations under this Agreement.(6)
    
    There is no outstanding litigation, arbitrated matter or other
dispute to which LPS is a party which, if decided unfavorably to LPS, would
reasonably be expected to have a potential or actual material adverse effect on
LPSs or FNFs ability or on LPSs cost to fulfill its obligations under this
Agreement.(7)
    
    None of the LPS Service Locations is in violation of applicable
environmental laws.




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(8)
    
    LPS has no knowledge after due inquiry that the provision of
the LPS Software infringes upon the proprietary or contractual rights of any
third party.(9)
    
    The execution, delivery and performance of this Agreement will
not cause a breach of any commitments by LPS to third parties.(10)
    
    LPS does not have any commitments to third parties that would
cause a breach of LPSs obligations under this Agreement.(11)
    
    No approval, authorization, or consent of any governmental or
regulatory authority is required to be obtained or made by LPS in order for it
to enter into and perform its obligations under this Agreement.(12)
    
    LPS has the right to use the LPS Software to provide the
Services and LPS is not aware of any claims of any party which could reasonably
threaten such use.(13)
    
    The performance by LPS of its obligations under this Agreement
and the use by FNF of the LPS Proprietary Software pursuant to this Agreement
shall not infringe upon the patents, trade secrets, copyrights or other
intellectual property rights of any third party.
 (b)
    
    Covenants and Warranties of LPS.LPS covenants and warrants that:
 (1)
    
    In connection with providing the Services, LPS shall comply
with all applicable Federal, state and local laws and regulations and shall
obtain all applicable permits and licenses related to the LPS Service
Locations.(2)
    
    LPS shall maintain and keep the Systems and any other software
or Equipment used, exclusively or otherwise, in the provision of the Services,
in such condition and state of repair consistent with generally accepted
industry practices.(3)
    
    Any LPS Proprietary Software will not contain any undisclosed
back door, spyware, time bomb, drop dead device, clock, timer, copy protection
feature, replication device, CPU serial number reference or other software
routine designed to disable, lock or erase or otherwise interfere with normal
use of a computer program, data, or any other files on the users systems,
automatically with the passage of time or under the positive control of a
person other than a licensee of the software (collectively, Self-Help Code)
and LPS will make reasonable efforts to prevent the introduction of any virus,
Trojan horse, worm contaminants, or other software routines or hardware
components designed to permit unauthorized access to disable, erase, or
otherwise harm software, hardware or data, or to perform any other similar
actions (collectively, Unauthorized Code).




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(4)
    
    LPS warrants that the Services and the Additional Services will
be performed in a professional and workmanlike manner in accordance with the
care and skill ordinarily used by other members of the information processing
industry practicing under similar conditions for similar customers at the same
time.
 (c)
    
    Representations of FNF.FNF represents that:
 (1)
    
    It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.(2)
    
    It has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement.(3)
    
    With respect to the subject matter of this Agreement, it is
duly licensed, authorized or qualified to do business and is in good standing
in every jurisdiction in which a license, authorization or qualification is
required for the ownership or leasing of its assets or the transaction of
business of the character transacted by it, except where the failure to be so
licensed, authorized or qualified would not have a material adverse effect on
FNFs ability to fulfill its obligations under this Agreement.(4)
    
    The execution, delivery and performance of this Agreement (a)
has been duly authorized by FNF and (b) will not conflict with or result in a
violation of any of the terms, conditions or provisions of any note, bond,
mortgage, indenture or deed of trust or any license, lease agreement or other
instrument or obligation to which FNF is a party or by which FNF or any of its
assets is bound or affected.(5)
    
    It is in compliance with all applicable Federal, state, local,
international and foreign laws and regulations applicable to FNF in connection
with its obligations under this Agreement.(6)
    
    There is no outstanding litigation, arbitrated matter or other
dispute to which FNF is a party which, if decided unfavorably to FNF, would
reasonably be expected to have a potential or actual material adverse effect on
LPSs or FNFs ability to fulfill its obligations under this Agreement.
 (d)
    
    Covenants of FNF:
 (1)
    
    FNF responsibilities shall be performed in a good and
workmanlike manner in accordance with the care and skill ordinarily used by
other members of the title insurance industry practicing under similar
conditions at the same time.
 (e)
    
    LPSs sole and exclusive remedy for FNFs breach of Section 17.1 shall be as
set forth in Sections 15.2 and 15.3.




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17.2.
    
    Disclaimer.
  ARTICLE
18. TERMINATION
 18.1.
    
    Termination for Convenience.
  18.2.
    
    Termination.
 (a)
    
    If LPS fails to perform any of its material obligations under this Agreement,
FNF shall provide notice of such non-performance (describing such non-performance in
reasonable detail) (Default Notice). LPS shall have thirty (30) days after receipt
of the Default Notice to cure such failure (or, if a cure could not reasonably be
completed in thirty days, but LPS is diligently pursuing a cure, then LPS shall have
sixty (60) days to cure such failure) (Default Cure Period). In the event LPS does
not cure the failure within the Default Cure Period, FNF may terminate this Agreement
(or any relevant Specific Core Service, Statement of Work, Base Services Agreement, or
reasonably separable Service which is separately priced (Service Component)) by
providing notice of termination and specifying in such notice the effective date of
termination. FNF shall not be required to provide a Default Notice with respect to the
occurrences described in Section 18.2(b) and (c). If FNF fails to timely pay
undisputed amounts due hereunder, or otherwise breaches its duty of confidentiality in
a manner which has or may have a material adverse impact on LPS, and does not cure such
failure within the Default Cure Period of a Default Notice from LPS, then LPS may
terminate this Agreement (or at LPSs discretion any relevant Service Component)
effective as of the last day of the Default Cure Period.(b)
    
    With respect to material breaches of the provisions of Section 16.1, 16.2,
and/or 16.6, the Default Cure Period under Section 18.2 will be two (2) business days.
This Section 18.2(b) shall not limit or obviate in any way any other remedies to which
a terminating party may be entitled pursuant to this Agreement, by law, at equity or
otherwise for breach of Sections 16.1, 16.2, and/or 16.6.(c)
    
    In the event that LPS is acquired in a Change of Control (as defined below),
then at any time during the thirty (30) day period following the date that is
seventy-five (75) days after the date of the Change of Control, FNF may terminate this
Agreement by giving LPS written notice during the 30 day period and designating a date
upon which the termination will be effective, which effective date shall not




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be sooner
than twelve (12) months following the Change of Control. For purposes of this section,
"Change of Controlmeans the consummation of: (i) an acquisition (in a single
transaction or a series of related transactions) of more than fifty percent (50%) of
the capital (or voting) stock of LPS by any other non-Affiliated person or persons
(as such term is used in Sections 12(d) and 14(d) of the Securities Exchange Act of
1934, as amended) such that immediately following such acquisition that person has
Control of LPS; or (ii) a sale or disposition by LPS of all or substantially all of its
assets to a non-Affiliated person. Controland its derivatives mean with regard to
any entity the legal, beneficial or equitable ownership, directly or indirectly, of
fifty percent (50%) or more of the capital stock (or other ownership interest, if not a
corporation) of such entity ordinarily having voting rights. In the event of such
termination, in addition to payment by FNF of any Fees due for Services rendered, FNF
shall pay the Shutdown Expenses set forth in Exhibit I.
 18.3.
    
    Termination for Insolvency.
 (a)
    
    In the event that either party:
 (1)
    
    shall admit in writing its inability to, or be generally unable
to, pay its debts as such debts become due; or(2)
    
    shall (i) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee, examiner or liquidator
of itself or of all or a substantial part of its property or assets, (ii) make
a general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code or (vi) take any corporate,
partnership or other action for the purpose of effecting any of the foregoing;
 then the other party may, by giving notice thereof to such party, exercise any
termination right, and such termination shall become effective as of the date
specified in such termination notice.
 (b)
    
    In the event that:
 (1)
    
    a proceeding or case shall be commenced, without the
application or consent of a party, in any court of competent jurisdiction,
seeking (i) its reorganization, liquidation, dissolution, arrangement or
winding-up, or the composition or readjustment of its debts, (ii) the
appointment of a receiver, custodian, trustee, examiner, liquidator or the like
of such party or of all or any substantial part of its property or assets or
(iii) similar




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relief in respect of such party under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts, and such proceeding or case shall continue undismissed, or
an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of sixty (60) days
or more days; or
 (2)
    
    an order for relief against such party shall be entered in an
involuntary case under the Bankruptcy Code;
 then the other party may, by giving notice thereof to such party, exercise any
termination right, and such termination shall become effective as of the date
specified in such termination notice.
 18.4.
    
    Termination Assistance.
 Termination Assistance Services Termination Assistance
Period
 (a)
    
    LPS shall, upon FNFs request, promptly provide FNF with detailed
specifications and documentation available to LPS for Equipment and LPS Software.(b)
    
    LPS shall, at FNFs request and at FNFs sole expense, make reasonable efforts
to promptly transfer to FNF or any entity designated by FNF, any rights to access and
to use the LPS Third Party Software then being used by LPS in providing the Termination
Assistance Services under this Agreement and LPS shall, at FNFs request and at FNFs
sole expense, make reasonable efforts to cause the grant to FNF, or any entity
specified by FNF, of any necessary rights to access and use the LPS Third Party
Software, to the extent such rights have not previously been so acquired or
transferred.




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(c)
    
    Notwithstanding Section 8.7 above, LPS hereby consents to FNFs solicitation
and/or hiring by FNF of those Project Staff that LPS and FNF jointly determine, at any
time after notice of termination of any Service Component(s), working on such Service
Components.(d)
    
    LPS shall make available to FNF for purchase, all Equipment owned by LPS and
used in the provision of the Services which are dedicated solely to the Services, for a
purchase price equal to the greater of (i) the then current net book value for such
Equipment or (ii) the fair market value as determined by the Management Committee. For
the Equipment not purchased by FNF in accordance with the provisions of the immediately
preceding sentence, LPS shall identify, and assist FNF in procuring, at FNFs sole
expense, suitable functionally equivalent replacements. Notwithstanding any of the
foregoing to the contrary, FNF shall not be required to make any payment for the
transfer of ownership rights to FNF of Equipment in connection with the purchase of
which LPS originally charged FNF the purchase price therefor as a Pass-Through Expense.
Payment shall be prorated to that portion of the purchase price which was not paid as
a Pass-Through Expense.(e)
    
    At FNFs request, LPS shall make available to the extent permitted by the terms
of a lease, all leases for the Equipment leased by LPS and used in the provision of the
Services, and shall assist in obtaining consents to such assignments.(f)
    
    At FNFs request, LPS shall provide training reasonably required by FNF for the
personnel who will be assuming responsibility for services and operations only during
the Termination Assistance Period. LPS shall provide training to FNF after the
Termination Assistance Period according to LPSs standard fees and class schedules.(g)
    
    LPS shall provide such other services only if, and at the rates, mutually
agreed to by the Parties.
 ARTICLE
19. EXIT PLAN
 19.1.
    
    Description of Termination Assistance Services.
  19.2.
    
    Implementation.
  (a)
    
    LPS shall provide assistance in building a detailed exit plan, which plan shall
include, at a minimum, a high level work plan that sets forth the activities and
associated timeline required to effect such a transfer and maintain ongoing operations;(b)
    
    LPS shall provide the Termination Assistance Services pursuant to Section 18.4;




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(c)
    
    The FNF Entities will allow LPS to use, at no charge, those FNF Entity
facilities being used to perform the Termination Assistance Services for as long as LPS
is providing the Termination Assistance Services to enable LPS to effect an orderly
transition of LPSs resources to FNF or its designees; and(d)
    
    Each party will have the rights specified in Article 9 in respect of the
Designated Software. At such time as LPS ceases to provide the Termination Assistance
Services, LPS will deliver a copy of all source code and Documentation for the FNF
Software and shall destroy all copies in LPS possession.
 ARTICLE
20. INDEMNIFICATION
 20.1.
    
    Indemnification by LPS.
 Indemnify FNF Indemnified Parties Damages
 (a)
    
    arising in connection with or as a result of (i) a violation of international,
foreign, Federal, state, local or other laws or regulations for the protection of
persons or members of a protected class or category of persons, including unlawful
discrimination by LPS or any LPS Subcontractors or any of their respective employees or
agents (collectively the LPS Agents, and each, a LPS Agent), (ii) work-related
injury or death caused by LPS or any LPS Agent; or (iii) any other aspect of the
employment relationship of any LPS employee with LPS or the termination of the
employment relationship with LPS (including claims for breach of an express or implied
contract of employment), to the extent caused by alleged or actual improper conduct of
LPS or any LPS Agent;(b)
    
    relating to any amounts including taxes, interest and penalties assessed
against FNF that are the obligations of LPS pursuant to Article 13;(c)
    
    arising in connection with or as a result of death, personal injury, or damage
to or loss of real or personal property, which is caused by the acts or omissions of
LPS or any LPS Agent;(d)
    
    arising in connection with or as a result of LPSs breach of any
confidentiality obligations of LPS pursuant to Article 16; or(e)
    
    arising in connection with the failure of LPS to comply with its obligations
pursuant to Article 10.




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20.2.
    
    Indemnification by FNF.
 LPS Indemnified Parties Indemnified Party
 (a)
    
    arising in connection with or as a result of (i) a violation of international,
foreign, Federal, state, local or other laws or regulations for the protection of
persons or members of a protected class or category of persons, including unlawful
discrimination by FNF or any of FNFs subcontractors or any of their respective
employees or agents (collectively, the FNF Agents, and each, a FNF Agent), (ii)
work-related injury or death caused by FNF or any FNF Agent; or (iii) any other aspect
of the employment relationship of any FNF employee with FNF or the termination of the
employment relationship with FNF (including claims for breach of an express or implied
contract of employment), to the extent caused by alleged or actual improper conduct of
FNF or any FNF Agent;(b)
    
    relating to any amounts including taxes, interest and penalties assessed
against LPS that are the obligations of FNF pursuant to Article 13;(c)
    
    arising in connection with or as a result of death, personal injury, or damage
to or loss of real or personal property, which is caused by the acts or omissions of
FNF or any FNF Agent; or(d)
    
    arising in connection with or as a result of FNFs breach of any
confidentiality obligations of FNF pursuant to Article 16.
 20.3.
    
    LPS Intellectual Property Indemnification.
 (a)
    
    LPS shall Indemnify the FNF Indemnified Parties with respect to Damages arising
in connection with or as a result of any actual or alleged infringement by any of the
LPS Proprietary Software, Developed Software, Documentation, or the manner in which the
Services are performed of any patent, copyright, trademark, trade name or other
intellectual property or proprietary or contractual rights of a third party. The
responsibility of LPS for any actual or alleged infringement of Developed Software or
Services required by specifications or instructions given by FNF shall be limited to
the amount (if any) of LPSs recovery relating to the claim pursuant to the applicable
license agreement for such software.(b)
    
    If, in LPSs opinion, any LPS Proprietary Software, Developed Software or
Documentation or portion thereof furnished hereunder is likely to or does become the
subject of a claim of infringement or misappropriation, LPS shall either recommend for
FNFs consideration an item which is equally suitable and upon FNFs approval of the
recommended replacement, replace the infringing item, or modify the alleged
infringement so that it becomes non-infringing, so long as such modification or
replacement does not cause a material disruption in any FNF




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##### 



technology systems or
operations, or at LPSs expense, obtain the right for FNF to continue the use of such
item.
 (c)
    
    LPS shall use reasonable efforts to cause all licenses to LPS Third Party
Software or other third party proprietary materials used to provide the Services to
contain infringement indemnification for FNF to the same extent that such
indemnification is provided hereunder; provided that the responsibility of LPS to FNF
for any actual or alleged infringement of LPS Third Party Software shall be limited to
the amount (if any) of LPSs recovery relating to the claim pursuant to the applicable
license agreement for such LPS Third Party Software.(d)
    
    This Section states FNFs and the FNF Entities sole and exclusive remedy for
any actual or alleged infringement of any third partys intellectual property or
proprietary or contractual rights.
 20.4.
    
    FNF Intellectual Property Indemnification.
 (a)
    
    FNF shall Indemnify the LPS Indemnified Parties with respect to Damages arising
in connection with or as a result of any actual or alleged infringement by any of the
FNF Proprietary Software, FNF Third Party Software as furnished by FNF under this
Agreement, or any patent, copyright, trademark, trade name or other intellectual
property or proprietary or contractual rights of a third party. FNF shall not be
responsible for any actual or alleged infringement of FNF Proprietary Software which
arises out of specifications or instructions given by LPS. Notwithstanding the
foregoing, FNFs indemnification obligation to LPS Indemnified Parties for FNF Third
Party Software shall be limited to the amount (if any) of FNFs recovery relating to
the claim pursuant to the applicable license agreement for such software.(b)
    
    If, in FNFs opinion, any FNF Proprietary Software, FNF Third Party Software as
furnished by FNF under this Agreement, or portion thereof furnished hereunder is likely
to or does become the subject of a claim of infringement or misappropriation, FNF shall
either recommend for LPSs consideration an item which is equally suitable and upon
LPSs approval of the recommended replacement, replace the infringing item, or modify
the alleged infringement so that it becomes non-infringing, so long as such
modification or replacement does not cause a material disruption to the Services or at
FNFs expense, obtain the right for LPS to continue the use of such item.(c)
    
    This Section states LPSs sole and exclusive remedy for any actual or alleged
infringement of any third partys intellectual property or proprietary or contractual
rights.
 20.5.
    
    Indemnification Procedures.
 Upon (a) the occurrence of an event or (b) the commencement of any civil, criminal, administrative,
arbitral or investigative claim, action, suit or proceeding (each, a Claim) against an
Indemnified Party, in connection with which Damages have been incurred or are




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Indemnifying Party
 20.6.
    
    Contribution.
  20.7.
    
    Limitation of Liability.
 (a)
    
    SUBJECT TO THIS SECTION 20.7, EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL
DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES
AND EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. SUBJECT
TO SECTION 20.8 BUT NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, IN
NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR DAMAGES,
WHETHER ARISING IN CONTRACT, TORT, EQUITY, NEGLIGENCE OR OTHERWISE, EXCEED THE FEES
PAID BY FNF TO LPS PURSUANT TO THIS AGREEMENT




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OVER THE TWELVE MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH.
 (b)
    
    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
 20.8.
    
    Exclusions.
  ARTICLE 21. WAIVER
  ARTICLE
22. INSURANCE
 22.1.
    
    Coverage Required.
  (a)
    
    statutory workers compensation in accordance with all international, foreign,
federal, state and local requirements;(b)
    
    employers liability insurance in an amount not less than $1,000,000 per
occurrence, covering bodily injury by accident or disease, including death;(c)
    
    commercial general liability (including products/completed operations with
coverage being maintained for a period of five (5) years past the termination or
expiration of this Agreement and contractual liability insurance or such equivalent
insurance in a foreign jurisdiction) in an amount not less than $1,000,000;(d)
    
    comprehensive automobile liability covering all vehicles that LPS owns, hires
or leases in an amount not less than $1,000,000 (combined single limit for bodily
injury and property damage);




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(e)
    
    professional errors and omissions liability insurance in an amount of not less
than $5,000,000 per wrongful act for liability arising out of any negligent act, error,
mistake or omission of LPS or any LPS Subcontractors performing Services pursuant to
the terms of this Agreement; and(f)
    
    fidelity insurance covering all employees of LPS with limits of not less than
$2,000,000 per loss.
 22.2.
    
    Insurance Documentation.
  ARTICLE 23. MISCELLANEOUS PROVISIONS
 23.1.
    
    Notices.
 provided
 In the case of FNF, to:
    
    Fidelity National Financial, Inc.601 Riverside AvenueJacksonville, FL 32204Attention: PresidentWith a copy to:
    
    Fidelity National Financial, Inc.601 Riverside AvenueJacksonville, FL 32204Attention: General Counsel




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In the case of LPS:
    
    Lender Processing Services, Inc.601 Riverside AvenueJacksonville, FL 32204Attention: PresidentWith a copy to:
    
    Lender Processing Services, Inc.601 Riverside AvenueJacksonville, FL 32204Attention: General Counsel
  Counterparts.
  Headings.
  Relationship.
  Severability.




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Entire Agreement.
  Amendments.
  Governing Law.
  Survival.
  Third Party Beneficiaries.




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Acknowledgment.
  Covenant of Further Assurances.
  Assignment.
  signature page follows




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FIDELITY NATIONAL FINANCIAL, INC.By
    /s/ John CrowleyJohn CrowleyChief Information OfficerLENDER PROCESSING SERVICES, INC.By
    /s/ Jeffrey S. CarbienerJeffrey S. CarbienerPresident and Chief Executive Officer