Exhibit 10.1


 








 


	Mr. Keith Feldman	June 8, 2021







Audit Committee Chair

 Board of Directors

 Lordstown Motors Corp.


2300 Hallock Young Road SW 

Warren, OH 44481


 


Re:      Agreement for the Provision
of Interim Management Services


 


Dear Mr. Feldman:


 


This letter, together with the attached Schedule(s) and General
Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC (“APS”), and Lordstown Motors
Corp. (the “Company”) for the engagement of APS to provide interim management services to the Company.


 


All defined terms shall have the meanings ascribed to them in this
letter and in the attached Schedule(s) and General Terms and Conditions. The Company and APS are each a “party,” and
together the “parties.”


 


The engagement of APS, including any APS employees who serve in Executive
Officer positions, shall be under the supervision of the Board of Directors of the Company.


 


Objectives and Tasks


 


Subject to APS’s (i) internal approval from its Risk Management
Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7
of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of
the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation
of the appointment, APS will provide Becky Roof to serve as the Company’s Chief Financial Officer ("CFO"), reporting to
the Company’s Chief Executive Officer and the Board of Directors. In addition to the ordinary course responsibilities of CFO, Becky
will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company
with the following:


 


		·	Prepare budgets and cash forecasts and evaluate variances thereto, as required
by the Company’s Board of Directors.



 


		·	Strengthen the Company’s core competencies in the finance organization,
particularly cash management, planning, general accounting and financial reporting information management.



 


		·	Develop the Company’s revised business
plan, and such other related forecasts as may be required by the Company’s Board in connection with fund raising or by the Company
for other corporate purposes.



 


		·	Develop a short-term operating plan designed to minimize cash requirements
while maintaining the efficiency of operations, sustaining vendor relationships, and minimizing the impact on the Company’s ability
to launch a new electric vehicle.



 


		·	Create and communicate materials for diligence purposes and manage the flow
of information to potential investors in connection with raising additional capital.



 


AP Services | 2000 Town Center | Suite 2400
| Southfield, MI 48075 | 248.358.4420 | alixpartners.com


 









     


     


    

 


 





 


Lordstown Motors Corp.


Page 2 of 11


 


		·	Assist in developing and implementing cash management strategies, tactics
and processes.



 


		·	Develop and enhance management.



 


		·	Communicate and/or negotiate with outside constituents including the Company’s
advisers and potential investors.



 


		·	Oversee the preparation of the Company’s financial statements, including
supporting the work of the Company’s outside auditors.



 


		·	In compliance with Sarbanes Oxley 302 and 404, review for accuracy and finalize
the Company’s filing with the Securities and Exchange Commission, including the execution of any certifications and representation
letters deliverable by the Company’s CFO.



 


		·	Assist in the resolution of the SEC investigation.



 


		·	Assist the Company with such other matters as may be requested by the Company
and are mutually agreeable.



 


Staffing


 


Mark Wakefield and Becky Roof will
be the managing directors responsible for the overall engagement, assisted by a staff of consultants at various levels who have a wide
range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent
contractors with specialized skills and abilities to assist in this engagement.


 


We will periodically review the staffing levels to determine the proper
mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks.


 


Timing, Fees and Retainer


 


APS will commence this engagement on or about June 11, 2021 after
receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s
compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above.


 


The Company shall compensate APS for its services, and reimburse APS
for expenses, as set forth on Schedule 1.


 









    Page 2 of 10


     


    

 


 


 


If these terms meet with your approval, please sign and return a copy
of this Agreement and wire transfer the amount to establish the retainer.


 


We look forward to working with you.


 


Sincerely yours,


 


AP SERVICES, LLC


 


	/s/ Mark Wakefield	/s/
Becky Roof
	 	 
	Mark Wakefield 

Managing Director	Becky Roof

Managing Director



 


Acknowledged and Agreed to:


LORDSTOWN MOTORS CORP.


 


	By:	/s/ Keith Feldman	 




 


Its: Director


 


Dated: June 8, 2021


 







    Page 3 of 10


     


    

 


 


 


Schedule 1


 


Fees and Expenses


 


[Omitted]


 









    Page 4 of 10


     


    

 


 





 


Data Protection Schedule


 


Processing,
Personal Data and Data Subjects


 


[Omitted]


 












    Page 5 of 10


     


    

 


	AP Services, LLC

 General Terms and Conditions




 


These General Terms and Conditions (“Terms”)
are incorporated into the Agreement to which these Terms are attached. In case of conflict between the wording in the letter and/or schedule(s) and
these Terms, the wording of the letter and/or schedule(s) shall prevail.


 


Section 1. Company Responsibilities


 


The Company will undertake responsibilities as
set forth below:


 


1.            Provide
reliable and accurate detailed information, materials, documentation and


 


2.            Make
decisions and take future actions, as the Company determines in its sole discretion, on any recommendations made by APS in connection
with this Agreement.


 


APS’s delivery of the services and the fees
charged are dependent on (i) the Company’s timely and effective completion of its responsibilities; and (ii) timely decisions
and approvals made by the Company’s management.


 


Section 2. Retainer, Billing, Payments
and Taxes


 


Retainer. Upon execution of the Agreement,
the Company shall promptly pay APS the agreed-upon advance retainer as set forth on Schedule 1. Invoices shall be offset against the retainer.
Payments of invoices will be used to replenish the retainer to the agreed-upon amount. Any unearned portion of the retainer will be applied
against the final invoice or returned to the Company at the end of the engagement.


 


Billing and Payments. All payments to be
made to APS shall be due and payable upon delivery of invoice via check or wire transfer to APS’ bank account, as shown on the invoice.
All amounts invoiced are based on services rendered and expenses incurred to date, and are not contingent upon future services or Work
Product (as defined below), or the outcome of any case or matter. “Fees,” as used in this Agreement, shall include all amounts
payable by the Company to APS in accordance with Schedule 1, including any success fee or break fee, but excluding reimbursable expenses.


 


If any Fees and/or expenses are not paid by the
Company on the relevant due date, APS shall be entitled to charge interest on the unpaid amount until payment is made in full. Interest
shall be calculated using the lesser of (i) one percent (1%) per month (12% per annum) or (ii) to the maximum extent permitted
by law.


 


Taxes. APS’ fees are exclusive of
taxes or similar charges, which shall be the responsibility of the Company (other than taxes imposed on APS’ income generally).
If APS’ fees are subject to any taxes, such as State sales tax, Goods and Services Tax/Harmonized Sales Tax or Value Added Tax,
then APS will include such taxes on its invoices as separate line items.


 


Section 3. Relationship of the Parties


 


The parties intend that an independent contractor
relationship will be created by the Agreement. As an independent contractor, APS will have complete and exclusive charge of the management
and operation of its business, including hiring and paying the wages and other compensation of all its employees and agents, and paying
all bills, expenses and other charges incurred or payable with respect to the operation of its business. Employees of APS will not be
entitled to receive from the Company any vacation pay, sick leave, retirement, pension or social security benefits, workers’ compensation,
disability, unemployment insurance benefits or any other employee benefits. APS will be responsible for all employment, withholding, income
and other taxes incurred in connection with the operation and conduct of its business.


 


APS is not an accounting firm and does not give
accounting advice or guidance. While APS’ work may involve analysis of accounting, business and other related records, this engagement
does not constitute an audit in accordance with either generally accepted auditing standards or the standards of the Public Company Accounting
Oversight Board or any other similar governing body.


 


APS is not authorized to practice law or provide
legal advice. No services provided under this Agreement are intended to be, nor should be construed to be, legal services.


 


Section 4. Confidentiality


 


Each party shall use reasonable efforts, but in
no event less effort than it would use to protect its own confidential information, to keep confidential all non- public confidential
or proprietary information obtained from the other party during the performance of APS’ services hereunder (the “Confidential
Information”), and neither party will disclose any Confidential Information to any other person or entity. “Confidential Information”
includes the terms of this Agreement, non-public confidential and proprietary data, plans, reports, schedules, drawings, accounts, records,
calculations, specifications, flow sheets, computer programs, source or object codes, results, models or any work product relating to
the business of either party, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants.


 






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AP Services, LLC


General Terms and Conditions



 


The foregoing is not intended to prohibit,
nor shall it be construed as prohibiting, APS from making such disclosures of Confidential Information that APS reasonably believes
are required by law or any regulatory requirement or authority to clear client conflicts. APS may also disclose Confidential
Information to its partners, directors, officers, employees, independent contractors and agents who have a need to know the
Confidential Information as it relates to the services being provided under this Agreement, provided APS is responsible for any
breach of these confidentiality obligations by any such parties. APS may make reasonable disclosures of Confidential Information to
third parties, such as the Company’s suppliers and/or vendors, in connection with the performance of APS’ obligations
and assignments hereunder, provided APS reasonably believes that such third party is bound by confidentiality obligations. In
addition, APS will have the right to disclose to any person that it provided services to the Company or its affiliates and a general
description of such services, but shall not provide any other information about its involvement with the Company. The obligations of
the parties under this Section 4 shall survive the end of any engagement between the parties for a period of three
(3) years.







 


Work Product (as defined in Section 5) may
contain APS proprietary information or other information that is deemed to be Confidential Information for purposes of this Agreement,
and the parties may not want to make public. Therefore, the parties acknowledge and agree that (i) all information (written or oral),
including advice and Work Product (as defined in Section 5), generated by APS in connection with this engagement is intended solely
for the benefit and use of the Company in connection with this Agreement, and (ii) no such information shall be used for any other
purpose or disseminated to any third parties, or, quoted or referred to with or without attribution to APS at any time in any manner or
for any purpose without APS’ prior approval (not to be unreasonably withheld or delayed), except as required by law. The Company
may not rely on any draft or interim Work Product.


 


Section 5. Intellectual Property


 


All analyses, final reports, presentation materials,
and other work product (other than any Engagement Tools, as defined below) that APS creates or develops specifically for the Company and
delivers to the Company as part of this engagement (collectively known as “Work Product”) shall be owned by the Company and
shall constitute Company Confidential Information as defined above. APS may retain copies of the Work Product and any Confidential Information
necessary to support the Work Product subject to its confidentiality obligations in this Agreement.


 


All methodologies, processes, techniques, ideas,
concepts, know-how, procedures, software, tools, templates, models, utilities and other intellectual property that APS has created, acquired
or developed or will create, acquire or develop (collectively, “Engagement Tools”), are, and shall be, the sole and exclusive
property of APS. The Company shall not acquire any interest in the Engagement Tools other than a limited worldwide, perpetual, non-transferable
license to use the Engagement Tools to the extent they are contained in the Work Product.


 


The Company acknowledges and agrees, except as
otherwise set forth in this Agreement, that any Engagement Tools provided to the Company are provided “as is” and without
any warranty or condition of any kind, express, implied or otherwise, including,


 


implied warranties of merchantability or fitness
for a particular purpose.


 


Section 6. Framework of the Engagement


 


The Company acknowledges that it is retaining
APS solely to assist and advise the Company as described in the Agreement. This engagement shall not constitute an audit, review or compilation,
or any other type of financial statement reporting engagement.


 


Section 7. Indemnification and Other Matters


 


The Company shall indemnify, hold harmless and
defend APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Parties”)
from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS that
is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements
of counsel. If, in the opinion of counsel, representing both parties in the matter covered by this indemnification creates a potential
conflict of interest, the APS Parties may engage separate counsel to represent them at the Company’s expense.


 


In addition to the above indemnification, APS
employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification
provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s
charter or by-laws, by contract or otherwise.


 






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	AP Services, LLC
	General Terms and Conditions



 


The Company shall specifically include and
cover APS employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage
under the Company’s policy for liability insurance covering its directors, officers and any equivalently placed employees
(“D&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS a copy of
its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the
signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the
indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such
persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the
event that the Company is unable to include APS employees and agents under the Company’s policy or does not have first dollar
coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and
directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O
insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to the Company as an
out-of-pocket expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate
the Agreement.


 


The Company’s indemnification obligations
in this Section 7 shall be primary to, and without allocation against, any similar indemnification obligations that APS may offer
to its personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to, and
without allocation against, any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by
APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Company. The Company’s
sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and
not against APS, whether or not APS is instrumental in procuring such third-party product or service.


 


Section 8. Governing Law and Arbitration


 


The Agreement is governed by and shall be construed
in accordance with the laws of the State of New York with respect to contracts made and to be performed entirely therein and without regard
to choice of law or principles thereof.


 


Any controversy or claim arising out of or relating
to the Agreement, or the breach thereof, shall be settled by arbitration. Each party shall appoint one non-neutral arbitrator. The two
party arbitrators shall select a third arbitrator. If within 30 days after their appointment the two party arbitrators do not select a
third arbitrator, the third arbitrator shall be selected by the American Arbitration Association (AAA). The arbitration shall be conducted
in New York, New York under the AAA’s Commercial Arbitration Rules, and the arbitrators shall issue a reasoned award. The arbitrators
may award costs and attorneys’ fees to the prevailing party. Judgment on the award rendered by the arbitrators may be entered in
any court having jurisdiction thereof.


 


Notwithstanding the foregoing, any party may proceed
directly to a court of competent jurisdiction to enforce the terms of this Agreement for any claim in connection with (i) the non-payment
of Fees or expenses due under this Agreement, or (ii) the non-performance of obligations under Section 7.


 


In any court proceeding arising out of this Agreement,
the parties hereby waive any right to trial by jury.


 


Section 9. Termination and Survival


 


The Agreement may be terminated at any time by
written notice by one party to the other; provided, however, that notwithstanding such termination APS will be entitled to any Fees and
expenses due under the provisions of the Agreement (for fixed fee engagements, fees will be pro rata based on the amount of time completed).
Such payment obligation shall inure to the benefit of any successor or assignee of APS.


 


Additionally, unless the Agreement is terminated
by the


 


Company due to APS’ material breach (and
such material breach continues after 30 days’ written notice thereof and opportunity to cure) APS shall remain entitled to the success
fee(s), if any, that otherwise would be payable during the 12 months after the date of termination of the Agreement.


 


Sections 2, 4, 5, 7, 8, 9, 10, 11, 12 and 13 of
these Terms, the provisions of Schedule 1 and the obligation to pay accrued fees and expenses shall survive the expiration or termination
of the Agreement.


 


Section 10. Non-Solicitation of Employees


 


The Company acknowledges and agrees that APS has
made a significant monetary investment recruiting, hiring and training its personnel. During the term of this Agreement and for a period
of two years after the final invoice is rendered by APS with respect to this engagement (the “Restrictive Period”), the Company
and its affiliates agree not to directly or indirectly hire, contract with, or solicit the employment of any of APS’ Managing Directors,
Directors, or other employees/ contractors.


 


If during the Restrictive Period the Company
or its affiliates directly or indirectly hires or contracts with any of APS’ Managing Directors, Directors, or other employees/contractors
in violation of the preceding paragraph, the Company agrees to pay to APS as liquidated damages and not as a penalty the sum total of:
(i) for a Managing Director, $1,000,000; (ii) for a Director, $500,000; and (iii) for any other employee/contractor, $250,000.
The Company acknowledges and agrees that liquidated damages in such amounts are (x) fair, reasonable and necessary under the circumstances
to reimburse APS for the costs of recruiting, hiring and training its employees as well as the lost profits and opportunity costs related
to such personnel, and to protect the significant investment that APS has made in its Managing Directors, Directors, and other employees/
consultants; and (y) appropriate due to the difficulty of calculating the exact amount and value of that investment.






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	AP Services, LLC
	General Terms and Conditions




 


Section 11. Limitation of Liability


 


THE APS PARTIES SHALL NOT BE LIABLE TO THE
COMPANY, OR ANY PARTY ASSERTING CLAIMS ON BEHALF OF THE COMPANY, EXCEPT FOR DIRECT DAMAGES FOUND IN A FINAL DETERMINATION TO BE THE
DIRECT RESULT OF THE GROSS NEGLIGENCE, BAD FAITH, SELF-DEALING OR INTENTIONAL MISCONDUCT OF APS PARTIES SHALL NOT BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, LOST DATA, REPUTATIONAL DAMAGES, PUNITIVE DAMAGES OR ANY OTHER SIMILAR
DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE APS PARTIES’ AGGREGATE
LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO THE AMOUNT OF FEES PAID TO APS FOR SERVICES UNDER THIS
AGREEMENT (OR IF THE CLAIM ARISES FROM AN ADDENDUM TO THIS AGREEMENT, UNDER THE APPLICABLE ADDENDUM) (THE “LIABILITY
CAP”). The Liability Cap is the total limit of the APS Parties’ aggregate liability for any and all claims or demands by
anyone pursuant to this Agreement, including liability to the Company, to any other parties hereto, and to any others making claims
relating to the work performed by APS pursuant to this Agreement. Any such claimants shall allocate any amounts payable by the APS
Parties among themselves as appropriate, but if they cannot agree on the allocation it will not affect the enforceability of the
Liability Cap. Under no circumstances shall the aggregate of all such allocations or other claims against the APS Parties pursuant
to this Agreement exceed the Liability Cap.


 


Section 12. General


 


Equitable Remedies. Each party acknowledges
and agrees that money damages alone may not be an adequate remedy for a breach of the Agreement. Each party agrees that the non-breaching
party shall have the right to seek a restraining order and/or an injunction for any breach of the Agreement. If any provision of the Agreement
is found to be invalid or unenforceable, then it shall be deemed modified or restricted to the extent and in the manner necessary to render
the same valid and enforceable.


 


Severability. If any portion of the Agreement
shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.


 


Entire Agreement. This Agreement, including
the letter, the Terms and the schedule(s), contains the entire understanding of the parties relating to the services to be rendered by
APS and supersedes any other communications, agreements, understandings, representations, or estimates among the parties (relating to
the subject matter hereof) with respect to such services. The Agreement, including the letter, the Terms and the schedule(s), may not
be amended or modified in any respect except in a writing signed by the parties. APS is not responsible for performing any services not
specifically described herein or in a subsequent writing signed by the parties.


 


Related Matters. If an APS Party is required
by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement,
the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs and e-discovery
costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation.


 


Joint and Several. If more than one party
signs this Agreement, the liability of each party shall be joint and several. In addition, in the event more than one entity is included
in the definition of Company under this Agreement, the Company shall cause each other entity which is included in the definition of Company
to be jointly and severally liable for the Company’s liabilities and obligations set forth in this Agreement.


 


Third-Party Beneficiaries. The APS Parties
shall be third-party beneficiaries with respect to Section 7 hereof.


 


Notices. All notices required or permitted
to be delivered under the Agreement shall be sent, if to APS, to:


 


AlixPartners, LLP


2000 Town Center, Suite 2400


Southfield, MI 48075


Attention: General Counsel


 


and if to the Company, to the address set forth
in the Agreement, to the attention of the Company’s General Counsel, or to such other name or address as may be given in writing
to APS. All notices under the Agreement shall be sufficient only if delivered by overnight mail. Any notice shall be deemed to be given
only upon actual receipt.


 


Section 13. Data Protection


 


All capitalized terms used in this Section and
not otherwise defined in this Agreement shall have the meanings given to them in the General Data Protection Regulation ((EU) 2016/679)
(the “GDPR”) or such other applicable data protection laws, including those of the United States (together the “Applicable
Data Protection Legislation”).


 






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	AP Services, LLC
	General Terms and Conditions


 


a)            Processing
of Personal Data. The parties acknowledge and agree that, in performing services pursuant to this Agreement, APS may from time to
time be required to Process Personal Data on behalf of the Company. APS acknowledges that due to certain mandatory data protection
laws, the handling of Personal Data is subject to certain legal requirements. In such cases: (1) the Company will ensure that
it is lawfully permitted to transfer the Personal Data to APS for the purposes of APS performing the Services under this Agreement;
and (2) APS shall (i) act as the Company’s Data Processor or Service Provider for the purposes of the Applicable
Data Protection Legislation; (ii) only Process such Personal Data in accordance with the Company’s written
instructions (including when making an international transfer of Personal Data) unless required to do otherwise by law;
(iii) implement appropriate technical and organizational measures to reasonably protect that Personal Data against unauthorized
or unlawful Processing and accidental, unauthorized or unlawful loss, destruction, alteration, damage, disclosure or access; and
(iv) where applicable, inform all its employees, agents and/or approved sub-processors engaged in processing the Personal Data
of the confidential nature of the Personal Data, and shall ensure that all such persons are bound to a duty of confidentiality, or
are under an appropriate statutory obligation of confidentiality.


 


b)            Compliance
with Applicable Data Protection Legislation. APS and the Company shall each comply with all relevant provisions of the Applicable
Data Protection Legislation, and the nature and extent of such Processing shall be set out in the Data Protection Schedule of
this Agreement. APS shall, in relation to any Personal Data processed by APS in connection with this Agreement: (1) at the
Company’s cost (including hourly fees at APS's standard hourly rates), assist the Company in complying with its obligations
under Applicable Data Protection Legislation to respond to requests from Data Subjects exercising their rights and respond to any
other correspondence, inquiry or complaint received from a Data Subject, regulator or other third party in connection with the
processing of such Data Subject’s Personal Data; (2) notify the Company in accordance with Applicable Data Protection
Legislation without undue delay on becoming aware of a Personal Data Breach or any request by a Data Subject or regulator regarding
Personal Data APS is processing on behalf of the Company; (3) APS shall promptly inform the Company if, in its opinion, an
instruction from the Company violates Applicable Data Protection Legislation; (4) at the Company’s cost (including hourly
fees at APS's standard hourly rates), upon termination or expiration of this Agreement, at the written direction of the Company
either delete or return any Personal Data and any copies thereof to the Company (except to the extent APS is required by law to
retain such Personal Data, and except for Personal Data located on APS's disaster recovery or backup systems where it will be
destroyed upon the normal expiration of the backup files); (5) at the Company’s cost (including hourly fees at APS's
standard hourly rates), assist the Company in complying with its obligations under Applicable Data Privacy Legislation to notify
Data Subjects and regulators, complete privacy assessments, and meet security requirements; and (6) maintain appropriate
records to demonstrate compliance with this Section.


 


c)            Cross-border
Transfers. APS is an international business, headquartered in the United States of America (“US”). APS may in the ordinary
course of its business, including the performance of the services under this Agreement, transfer Personal Data received outside the US
to its US-based Affiliates and/ or any other APS Affiliates globally in accordance with Applicable Data Protection Legislation. The Company
acknowledges and agrees that APS, as reasonably required for the performance of the services pursuant to this Agreement, be permitted
to transfer Personal Data to its Affiliates in accordance with Applicable Data Protection Legislation.


 


In cases of Personal Data leaving the
European Economic Area (“EEA”), the Company agrees and APS hereby undertakes to procure that the APS
Affiliate(s) importing the data (the “APS Data Importer(s)”) agrees to be bound by the Standard Contractual Clauses
(C2P 2010/87/EU) save that the optional indemnification clause shall not apply (the “SCCs”) in accordance with the
remainder of this clause and to that effect the Company is the “Data Exporter” and the APS Data Importer(s) that
receives such Personal Data outside the EEA is the “Data Importer” as defined in the SCCs. The Data Protection Schedule
of this Agreement will serve as Appendix I for the purposes of the SCCs so entered into by the Company and the APS Data Importer(s).
The Member State in which the Company is established shall provide the governing law under clause 9 of the SCCs provided that in the
event the Company is not established in a jurisdiction that forms part of the European Economic Area the law applicable to this
Agreement shall provide the governing law under clause 9 of the SCCs. The Company hereby agrees that the APS Data Importer(s)’
liability to the Company under the SCCs and this Agreement shall be determined solely by the terms of this Agreement as applicable
to APS, including (without limitation) any limitations on and/ or exclusions from liability contained in the Agreement.


 


d)            Third-Party
Processors. The Company consents to APS appointing third-party Processors of Personal Data under this Agreement. APS confirms that it
will enter into a written agreement with any third-party Processor prior to supplying it with the Personal Data, incorporating terms which
are substantially similar to those set forth in this Section. As between the Company and APS, APS shall remain fully liable for all acts
or omissions of any third-party Processor appointed by APS pursuant to this paragraph.


 


e)            Applicable
Laws. APS will comply with all applicable laws including without limitation all Applicable Data Protection Legislation, and other general
data protection and privacy regulations.


 


f)            Technical
and Organizational Measures. APS will maintain and enforce physical and logical security and provide technical and organizational safeguards
https://www.alixpartners.com/it-1000/ that ensure a level of security appropriate to the risks presented by the
processing. These technical and organizational measures will serve as Appendix 2 for the purposes of the SCCs so entered into by the
Company and the APS Data Importer(s)


 


g)            Audits.
Upon reasonable notice to APS, APS shall permit the Company (or a mutually agreed third-party auditor) to audit APS's compliance with
this Section and to that effect shall make available records and supporting documentation, necessary to conduct such audit. The Company
will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction
of a competent data protection authority; or (ii) the Company believes a further audit is necessary due to an APS Personal Data Breach.


 



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