EX-10.7






Exhibit 10.7




          DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENT, dated as of August 10, 2009 (this
“Agreement”), between ALTISOURCE SOLUTIONS S.à r.l., a private limited liability company
organized under the laws of the Grand Duchy of Luxembourg (together with its Affiliates
“Provider” ) and OCWEN FINANCIAL CORPORATION, a Florida corporation (together with its
Affiliates “Customer”).




     WHEREAS, Customer and Altisource Portfolio Solutions S.A. (formerly known as Altisource
Portfolio Solutions S.à r.l., formerly known as Ocwen Luxembourg S.à r.l.), the sole parent of
Provider (“ALTISOURCE Parent”), are parties to a Separation Agreement dated as of August
10, 2009 (the “Separation Agreement”), pursuant to which Customer will (i) separate the
ALTISOURCE Business (as defined in the Separation Agreement) and (ii) distribute (the
“Separation”) to the holders of shares of Customer’s outstanding capital stock all of the
outstanding capital stock of ALTISOURCE Parent;



     WHEREAS, following the Separation, Provider will operate the ALTISOURCE Business, and Customer
will operate the OCWEN Business (as defined in the Separation Agreement); and



     WHEREAS, following the Separation, Customer desires to receive, and Provider is willing to
provide, or cause to be provided, certain data center and disaster recovery services in connection
with Customer’s Business, in each case subject to the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
in this Agreement, the parties agree as follows:



1. DEFINITIONS




     “Affiliate” means with respect to any Person (a “Principal”) (a) any directly or
indirectly wholly-owned subsidiary of such Principal, (b) any Person that directly or indirectly
owns 100% of the voting stock of such Principal or (c) a Person that controls, is controlled by or
is under common control with such Principal. As used herein, “control” of any entity means the
possession, directly or indirectly, through one or more intermediaries, of the power to direct or
cause the direction of the management or policies of such entity, whether through ownership of
voting securities or other interests, by contract or otherwise. Furthermore, with respect to any
Person that is partially owned by such Principal and does not otherwise constitute an Affiliate (a
“Partially-Owned Person”), such Partially-Owned Person shall be considered an Affiliate of such
Principal for purposes of this Agreement if such Principal can, after making a good faith effort to
do so, legally bind such Partially-Owned Person to this Agreement.



2. SERVICES




     2.1 Services. During the term of this Agreement, Provider shall provide to Customer
the services set forth on Exhibit A (the “Services”) on the terms and conditions
set forth in this Agreement.



 









 





     2.2 Additional Services. Customer may request, and Provider may provide, additional
services (“Additional Services”) upon terms and rates that shall be mutually agreed to in
writing between the parties in an addendum (“Addendum”) to this Agreement. Each Addendum
shall be appended to this Agreement and incorporated into this Agreement by this reference.



     2.3 Right of First Opportunity.




	 	(a)	 	If the Customer elects to receive any Additional Service, it shall first
request a proposal for the provision of such Additional Service from the Provider. The
Provider shall have 30 Business Days (the “Exclusive Tender Period”) to respond
to such request for Additional Service and to provide a proposed addendum to the
Customer. During the Exclusive Tender Period, the Customer shall not solicit proposals
or negotiate with any other third party with respect to such request for Additional
Service. Upon receipt of the Provider’s proposal for the Additional Service, the
Customer shall consider such proposal and shall negotiate with the Provider in good
faith with respect to the possible provision by the Provider of such Additional
Services.
	 
	 	(b)	 	If, at the end of the Exclusive Tender Period, the Provider and the Customer do
not agree on the proposed Addendum, the Customer may solicit proposals from third
parties with respect to the Additional Service; provided, however, that the
Customer shall not disclose any information received from the Provider, whether verbal
or written, in the proposed Addendum or during the Exclusive Tender Period
negotiations, and such information shall be subject to the confidentiality terms
hereof.





     2.4 Alternatively to the procedures set forth in Section 2.3, Customer may solicit
proposals or negotiate with third parties with respect to an Additional Service (such third
parties, “Third Party Additional Service Providers”) during the Exclusive Tender Period so
long as:




	 	(a)	 	at least fifteen Business Days prior to engaging any Third Party Additional
Service Provider, Customer shall disclose to Provider a description of the Additional
Services to be provided by such Third Party Additional Service Provider and all fees,
costs and other expenses to be charged by such Third Party Additional Service Provider
(such description, a “Third Party Additional Service Offer”);
	 
	 	(b)	 	within ten Business Days of receipt of any Third Party Additional Service
Offer, Provider shall have the right to make an offer (a “Matching Offer”) to
provide the same or substantially the same Additional Services as set forth in the
Third Party Additional Service Offer; and
	 
	 	(c)	 	if the fees set forth in the Matching Offer do not exceed the fees set forth in
the Third Party Additional Services Offer, Customer may not accept the Third Party
Additional Services Offer. Conversely, if the fees set forth in the Matching Offer




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	 	 	 	exceed the fees set forth in the Third Party Additional Services Offer, Customer may accept
the Third Party Additional Services Offer.





     2.5 Status Report. Provider shall provide Customer with status reports as mutually
agreed to by the parties which shall detail the status of the Services.



3. RESPONSIBILITIES OF CUSTOMER




     Customer shall assist Provider by promptly providing such information and access to Customer’s
facilities, computer networks and other systems as Provider may reasonably request to enable
Provider to timely perform its obligations. Customer shall provide a sufficient number of its
personnel to assist Provider in completing the Services in a timely manner to the extent Provider
may reasonably request from time to time.



4. FEES




     4.1 Fees. Customer shall pay Provider for the Services and Additional Services at the
rates set forth in a separate fee letter to be delivered by Provider to Customer dated (i) as of
the date hereof, with respect to the Services and (ii) as of the date of agreement to provide
Additional Services, if any, with respect to Additional Services (collectively, the “Data
Center and Disaster Recover Services Fee Letter”), as applicable (the “Fees”).



     4.2 Provider shall submit statements of account to the Customer on a monthly basis with
respect to all amounts payable by the Provider to the Customer hereunder (the “Invoiced
Amount”), setting out the Services provided, and the amount billed to the Customer as a result
of providing such Services (together with, in arrears, any other invoices for Services provided by
third parties, in each case setting out the Services provided by the applicable third parties).
The Customer shall pay the Invoiced Amount to the Provider by wire transfer of immediately
available funds to an account or accounts specified by the Provider, or in such other manner as
specified by the Provider in writing, or otherwise reasonably agreed to by the Parties, within 30
days of the date of delivery to the Customer of the applicable statement of account;
provided, that, in the event of any dispute as to an Invoiced Amount, the Customer shall
pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and
shall pay the remaining amount, if any, promptly upon resolution of such dispute.



     4.3 Taxes. Customer shall be responsible for and shall pay or reimburse Provider for
any sales, use, import, excise, value added or other taxes or levies (other than Provider’s income
taxes) associated with this Agreement.



5. TERM AND TERMINATION




     5.1 Term.




	 	(a)	 	Initial Term. This Agreement shall commence on the Distribution Date (as
defined in the Separation Agreement) and shall continue in full force and effect,
subject to Section 5.1(b), until the date that is eight (8) years from the
Distribution Date (the “Initial Term”), or the earlier date upon which this
Agreement has been otherwise terminated in accordance with the terms hereof.




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	 	(b)	 	Renewal Term. This Agreement may be renewed for successive two (2) year terms
(each, a “Renewal Term) by mutual written agreement of the parties hereto,
executed not less than six (6) months prior to the expiration of the Initial Term or
any Renewal Term, as applicable.
	 
	 	(c)	 	In the event either party decides that it does not wish to renew this Agreement
or any particular Service or Additional Service hereunder upon the expiration of the
Initial Term or any Renewal Term, as applicable, such party shall so notify the other
party at least nine (9) months before the completion of the Initial Term or Renewal
Term, as applicable.





     5.2 Termination by Either Party.




	 	(a)	 	If either Party materially defaults in the performance of any provision of this
Agreement, and such default is not cured within thirty (30) days after receiving notice
of such default from the non-defaulting Party, the non-defaulting Party shall be
entitled to terminate this Agreement effective immediately upon delivery of final
written notice to the defaulting Party.
	 
	 	(b)	 	If a Party (i) becomes insolvent, (ii) files a petition in bankruptcy or
insolvency, is adjudicated bankrupt or insolvent or files any petition or answer
seeking reorganization, readjustment or arrangement of its business under any law
relating to bankruptcy or insolvency, or if a receiver, trustee or liquidator is
appointed for any of the property of the Party and within 60 days thereof such Party
fails to secure a dismissal thereof or (iii) makes any assignment for the benefit of
creditors, then and in that event only, the Party that is not the subject of such
proceedings may terminate this Agreement immediately upon written notice.





     5.3 Consequences of Termination. Customer shall be liable for all Fees incurred prior
to the date of termination and shall not be entitled to a refund of any Fees paid prior to the date
of termination. Furthermore, in the event either party terminates this Agreement in accordance
with Section 5.2 and, prior to such termination, Provider has entered into one or more
leases or third party contracts for purposes of providing the Services to Customer (such leases and
contracts, the “Designated Contracts”), Customer shall also be liable for (a) unamortized
lease costs associated with the Designated Contracts and (b) the Customer’s pro rata share (as of
the date of termination) of the present value (calculated by reference to the prime rate charged by
JPMorgan Chase Bank, N.A. (or its successor)) of the remaining contractual payments due under such
Designated Contracts. Provider shall have a duty to mitigate the costs referred to in clauses (a)
and (b) above by making a good faith effort to sublease the Customer’s allocated portion of the
space leased pursuant to any Designated Contracts following any such termination and to otherwise
mitigate any other third party contractual costs. In addition, in the event of termination, each
party shall return or destroy all of the other party’s Information (as defined below) in accordance
with Section 6.2.



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6. CONFIDENTIAL INFORMATION




     6.1 Subject to Section 6.2, each of Provider and Customer, on behalf of itself and
each of its subsidiaries, agrees to hold, and to cause its directors, officers, employees, agents,
accountants, counsel and other advisors and representatives to hold, in strict confidence, with at
least the same degree of care that applies to confidential and proprietary information of Customer
pursuant to policies in effect as of the Distribution Date (as defined in the Separation
Agreement), all information, whether or not patentable or copyrightable, in written, oral,
electronic or other tangible or intangible forms, stored in any medium, including studies, reports,
records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how,
techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples,
flow charts, data, computer data, disks, diskettes, tapes, algorithms, computer programs or other
software, marketing plans, customer names, communications by or to attorneys (including
attorney-client privileged communications), memos and other materials prepared by attorneys or
under their direction (including attorney work product), and other technical, financial, employee
or business information or data (“Information”) concerning the other party and its
subsidiaries that is either in its possession (including Information in its possession prior to the
Distribution Date) or furnished by the other party and its subsidiaries and affiliates or its
directors, officers, employees, agents, accountants, counsel and other advisors and representatives
at any time pursuant to this Agreement, and shall not use any such Information other than for such
purposes as shall be expressly permitted hereunder, except to the extent that such Information has
been (i) in the public domain through no fault of such party or any of its subsidiaries or any of
their respective directors, officers, employees, agents, accountants, counsel and other advisors
and representatives, (ii) later lawfully acquired from other sources by such party (or any of its
subsidiaries), which sources are not known by such party to be themselves bound by a
confidentiality obligation, or (iii) independently generated without reference to any proprietary
or confidential Information of the other party or any of its subsidiaries.



     6.2 Each party agrees not to release or disclose, or permit to be released or disclosed, any
such Information (excluding Information described in clauses (i), (ii) and (iii) of Section
6.1) to any other individual, a general or limited partnership, a corporation, a trust, a joint
venture, an unincorporated organization, a limited liability entity, any other entity and any
Governmental Authority (as defined below) (each, a “Person”), except its directors,
officers, employees, agents, accountants, counsel and other advisors and representatives who need
to know such Information (who shall be advised of their obligations hereunder with respect to such
Information), except in compliance with Section 6.3. Without limiting the foregoing, when
any Information is no longer needed for the purposes contemplated by this Agreement, each party
will promptly, after request of the other party, either return the Information to the other party
in a tangible form (including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other party that any Information not returned in a tangible form
(including any such Information that exists in an electronic form) has been destroyed (and such
copies thereof and such notes, extracts or summaries based thereon).



     6.3 In the event that either party or any of its subsidiaries either determines on the advice
of its counsel that it is required to disclose any Information pursuant to applicable law or
receives any demand under lawful process or from any federal, state, local, foreign or
international court, government, department, commission, board, bureau, agency, official or



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other legislative, judicial, regulatory, administrative or governmental authority, including
the NASDAQ (“Governmental Authority”) to disclose or provide Information of the other party
(or any of its subsidiaries) that is subject to the confidentiality provisions hereof, such party
shall, to the extent permitted by law, notify the other party prior to disclosing or providing such
Information and shall cooperate, at the expense of the requesting party, in seeking any reasonable
protective arrangements requested by such other party. Subject to the foregoing, the Person that
received such request may thereafter disclose or provide Information to the extent required by such
law (as so advised by counsel) or by lawful process or such Governmental Authority.



     6.4 Customer Information. Notwithstanding anything in this Agreement, Provider shall
not disclose to any third party any “Consumer” information (as defined in the Gramm-Leach-Bliley
Act of 1999, P.L. 106-102) about a customer of Customer which is supplied to it by Customer, unless
and only to the extent that such disclosure is approved, in writing, by Customer. To protect the
privacy of information concerning Consumers, Provider agrees that it shall: (a) limit access to
information concerning Consumers to Provider’s employees who have a need to know, and then only to
the extent that such disclosure is reasonably necessary for the performance of Provider’s duties
and obligations under this Agreement: (b) use information concerning Consumers solely to carry out
the purposes of this Agreement for which the information was disclosed and for no other purposes;
and (c) safeguard and maintain the confidentiality of the Consumer information and not directly or
indirectly disclose the same to any other person or entity in violation of the Gramm-Leach-Bliley
Act or any other applicable laws regarding privacy.



7. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY




     7.1 Other than the statements expressly made by Provider in this Agreement or in any Addendum,
Provider makes no representation or warranty, express or implied, with respect to the Services or
Additional Services and, except as provided in Section 7.2 hereof, Customer hereby waives,
releases and renounces all other representations, warranties, obligations and liabilities of
Provider, and any other rights, claims and remedies of Customer against Provider, express or
implied, arising by law or otherwise, with respect to any nonconformance, durability, error,
omission or defect in any of the Services or Additional Services, including (i) any implied
warranty of merchantability, fitness for a particular purpose or non-infringement, (ii) any implied
warranty arising from course of performance, course of dealing or usage of trade and (iii) any
obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence
of Provider.



     7.2 None of Provider or any of its Affiliates (as defined in the Separation Agreement) or any
of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors
or other representatives shall be liable for any action taken or omitted to be taken by Provider or
such person under or in connection with this Agreement, except that Provider shall be liable for
direct damages or losses incurred by Customer or any of Customer’s subsidiaries or affiliates
(either party’s subsidiaries or affiliates, collectively referred to as such party’s
“Group”) arising out of the gross negligence or willful misconduct of Provider or any of
its Affiliates or any of its or their respective officers, directors, employees, agents,
attorneys-in-fact, contractors or other representatives in the performance or nonperformance of the
Services or Additional Services.



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     7.3 In no event shall (i) the amount of damages or losses for which Provider and Customer may
be liable under this Agreement exceed the fees due to Provider for the most recent 6 month period
under the applicable Service or Addendum, provided that if Services have been performed for less
than 6 months, then the damages or losses will be limited to the value of the actual Services
performed during such period; or (ii) the aggregate amount of all such damages or losses for which
Provider may be liable under this Agreement exceed $1,000,000; provided, that, no such cap
shall apply to liability for damages or losses arising from or relating to breaches of Section
6 (relating to confidentiality), infringement of Intellectual Property (as defined in the
Separation Agreement) or fraud or criminal acts. Except as provided in Section 7.2 hereof,
none of Provider or any of its Affiliates or any of its or their respective officers, directors,
employees, agents, attorneys-in-fact, contractors or other representatives shall be liable for any
action taken or omitted to be taken by, or the negligence, gross negligence or willful misconduct
of, any third party.



     7.4 Notwithstanding anything to the contrary herein, none of Provider or any of its Affiliates
or any of its or their respective officers, directors, employees, agents, attorneys-in-fact,
contractors or other representatives shall be liable for damages or losses incurred by Customer or
any of Customer’s Affiliates for any action taken or omitted to be taken by Provider or such other
person under or in connection with this Agreement to the extent such action or omission arises from
actions taken or omitted to be taken by, or the negligence, gross negligence or willful misconduct
of, Customer or any of Customer’s Affiliates.



     7.5 Without limiting Section 7.2 hereof, no party hereto or any of its Affiliates or
any of its or their respective officers, directors, employees, agents, attorneys-in-fact,
contractors or other representatives shall in any event have any obligation or liability to the
other party hereto or any such other person whether arising in contract (including warranty), tort
(including active, passive or imputed negligence) or otherwise for consequential, incidental,
indirect, special or punitive damages, whether foreseeable or not, arising out of the performance
of the Services or this Agreement, including any loss of revenue or profits, even if a party hereto
has been notified about the possibility of such damages; provided, however, that
the provisions of this Section 7.5 shall not limit the indemnification obligations
hereunder of either party hereto with respect to any liability that the other party hereto may have
to any third party not affiliated with any member of Provider’s Group or Customer’s Group for any
incidental, consequential, indirect, special or punitive damages.



     7.6 Customer shall indemnify and hold Provider and its Affiliates and any of its or their
respective officers, directors, employees, agents, attorneys-in-fact, contractors or other
representatives harmless from and against any and all damages, claims or losses that Provider or
any such other person may at any time suffer or incur, or become subject to, as a result of or in
connection with this Agreement or the Services or Additional Services provided hereunder, except
those damages, claims or losses incurred by Provider or such other person arising out of the gross
negligence or willful misconduct by Provider or such other person.



8. MISCELLANEOUS




     8.1 This Agreement may be executed in one or more counterparts, including by facsimile, all of
which shall be considered one and the same agreement, and shall become



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effective when one or more counterparts have been signed by each party hereto or thereto and
delivered to the other parties hereto or thereto.



     8.2 This Agreement, the schedules hereto and the Data Center and Disaster Recovery Services
Fee Letter contain the entire agreement between the parties with respect to the subject matter
hereof, supersede all previous agreements, negotiations, discussions, writings, understandings,
commitments and conversations with respect to such subject matter and there are no agreements or
understandings between the parties with respect to the subject matter hereof other than those set
forth or referred to herein or therein.



     8.3 Customer represents on behalf of itself and each other member of the Customer Group, and
Provider represents on behalf of itself and each other member of the Provider Group, as follows:




	 	(a)	 	each such Person has the requisite corporate or other power and authority and
has taken all corporate or other action necessary in order to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereby; and
	 
	 	(b)	 	this Agreement has been duly executed and delivered by it and constitutes, or
will constitute, a valid and binding agreement of it enforceable in accordance with the
terms hereof.





     8.4 This Agreement shall be governed by and construed and interpreted in accordance with the
internal laws of the State of New York applicable to contracts made and to be performed wholly in
such State and irrespective of the choice of law principles of the State of New York, as to all
matters.



     8.5 Except for the indemnification rights under this Agreement (a) the provisions of this
Agreement are solely for the benefit of the parties hereto and are not intended to confer upon any
Person except the parties hereto any rights or remedies hereunder and (b) there are no third party
beneficiaries of this Agreement, and this Agreement shall not provide any third person with any
remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing
without reference to this Agreement.



     8.6 All notices or other communications under this Agreement hall be in writing and shall be
deemed to be duly given when (a) delivered in person, (b) sent by telecopier (except that, if not
sent during normal business hours for the recipient, then at the opening of business on the next
business day for the recipient) to the fax numbers set forth below or (c) deposited in the United
States mail or private express mail, postage prepaid, addressed as follows:


If to Customer, to:



Ocwen Financial Corporation

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attn: Corporate Secretary

Fax No.: (561) 682-8177




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If to Provider to:



Altisource Solutions S.à r.l.

2-8 Avenue Charles De Gaulle

L-1653 Luxembourg

Attn: Corporate Secretary

Fax No.: 352-2744-9499




          Either party may, by notice to the other party, change the address to which such notices are
to be given.



     8.7 If any provision of this Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof, or the application of such provision to Persons or
circumstances or in jurisdictions other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to either party. Upon any such
determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and
equitable provision to effect the original intent of the parties.



     8.8 The article, section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.



     8.9 Waiver by any party hereto of any default by any other party hereto of any provision of
this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other
default.



     8.10 In the event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Agreement, the party or parties who are to be hereby aggrieved
shall have the right to seek specific performance and injunctive or other equitable relief of its
rights under this Agreement, in addition to any and all other rights and remedies at law or in
equity, and all such rights and remedies shall be cumulative. The other party or parties shall not
oppose the granting of such relief. The parties to this Agreement agree that the remedies at law
for any breach or threatened breach hereof, including monetary damages, are inadequate compensation
for any loss and that any defense in any action for specific performance that a remedy at law would
be adequate is waived. Any requirements for the securing or posting of any bond with such remedy
are waived.



     8.11 No provisions of this Agreement shall be deemed waived, amended, supplemented or modified
by any party hereto, unless such waiver, amendment, supplement or modification is in writing and
signed by the authorized representative of the party against whom it is sought to enforce such
waiver, amendment, supplement or modification.



     8.12 Words in the singular shall be held to include the plural and vice versa and words of one
gender shall be held to include the other genders as the context requires. The terms “hereof,”
“herein, “and “herewith” and words of similar import, unless otherwise stated, shall be



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construed to refer to this Agreement as a whole (including all of the schedules hereto) and
not to any particular provision of this Agreement. Article, Section, Exhibit, Schedule and
Appendix references are to the articles, sections, exhibits, schedules and appendices of or to this
Agreement unless otherwise specified. Any reference herein to this Agreement, unless otherwise
stated, shall be construed to refer to this Agreement as amended, supplemented or otherwise
modified from time to time, as permitted by Section 8.11. The word “including” and words
of similar import when used in this Agreement shall mean “including, without limitation,” unless
the context otherwise requires or unless otherwise specified. The word “or” shall not be
exclusive. There shall be no presumption of interpreting this Agreement or any provision hereof
against the draftsperson of this Agreement or any such provision.



     8.13 Any action or proceeding arising out of or relating to this Agreement shall be brought in
the courts of the State of New York located in the County of New York or in the United States
District Court for the Southern District of New York (if any party to such action or proceeding has
or can acquire jurisdiction), and each of the parties hereto irrevocably submits to the exclusive
jurisdiction of each such court in any such action or proceeding, waives any objection it may now
or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the
action or proceeding shall be heard and determined only in any such court and agrees not to bring
any action or proceeding arising out of or relating to this Agreement in any other court. The
parties to this Agreement agree that any of them may file a copy of this paragraph with any court
as written evidence of the knowing, voluntary and bargained agreement between the parties hereto
and thereto irrevocably to waive any objections to venue or to convenience of forum. Process in
any action or proceeding referred to in the first sentence of this Section 8.13 may be
served on any party to this Agreement anywhere in the world.



9. INTELLECTUAL PROPERTY




     9.1 Customer’s and Provider’s respective rights to any present and future intellectual
property is set forth in that certain Intellectual Property Agreement dated as of August 10, 2009
by and between Customer and Provider, as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms thereof.



10. COOPERATION; ACCESS




     10.1 Customer shall, and shall cause its Group to, permit Provider and its employees and
representatives access, on Business Days (as defined in the Separation Agreement) during hours that
constitute regular business hours for Customer and upon reasonable prior request, to the premises
of Customer and its Group and such data, books, records and personnel designated by Customer and
its Group as involved in receiving or overseeing the Services as Provider may reasonably request
for the purposes of providing the Services. Provider shall provide Customer, upon reasonable prior
written notice, such documentation relating to the provision of the Services as Customer may
reasonably request for the purposes of confirming any amounts payable pursuant to this Agreement.
Any documentation so provided to Provider pursuant to this Section will be subject to the
confidentiality obligations set forth in Section 6 of this Agreement.



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     10.2 Each party hereto shall designate a relationship manager (each, a “Relationship
Executive”) to report and discuss issues with respect to the provision of the Services and
successor relationship executives in the event that a designated Relationship Executive is not
available to perform such role hereunder. The initial Relationship Executive designated by
Customer shall be Ronald M. Faris and the initial Relationship Executive designated by Provider
shall be William B. Shepro. Either party may replace its Relationship Executive at any time by
providing written notice thereof to the other party hereto.



11. PUBLIC ANNOUNCEMENTS




     11.1 No party to this Agreement shall make, or cause to be made, any press release or public
announcement or otherwise communicate with any news media in respect of this Agreement or the
transactions contemplated by this Agreement without the prior written consent of the other party
hereto unless otherwise required by law, in which case the party making the press release, public
announcement or communication shall give the other party reasonable opportunity to review and
comment on such and the parties shall cooperate as to the timing and contents of any such press
release, public announcement or communication.



12. RELATIONSHIP OF THE PARTIES




     12.1 The parties hereto are independent contractors and none of the parties hereto is an
employee, partner or joint venturer of the other. Under no circumstances shall any of the
employees of a party hereto be deemed to be employees of the other party hereto for any purpose.
Except as expressly provided herein, none of the parties hereto shall have the right to bind the
others to any agreement with a third party or to represent itself as a partner or joint venturer of
the other by reason of this Agreement.



13. FORCE MAJEURE




     13.1 Neither party hereto shall be in default of this Agreement by reason of its delay in the
performance of, or failure to perform, any of its obligations hereunder if such delay or failure is
caused by strikes, acts of God, acts of the public enemy, acts of terrorism, riots or other events
that arise from circumstances beyond the reasonable control of that party (each, a “Force
Majeure Event”). During the pendency of such Force Majeure Event, each of the parties hereto
shall take all reasonable steps to fulfill its obligations hereunder by other means and, in any
event, shall upon termination of such intervening event, promptly resume its obligations under this
Agreement.



14. NON-SOLICITATION




     14.1 Customer acknowledges that the value to Provider of its business and the transactions
contemplated by this Agreement would be substantially diminished if such Customer or any of its
Affiliates were to solicit the employment of or hire any employee of Provider or any member of its
Group performing Services or who has performed Services hereunder. Accordingly, Customer agrees
that neither it nor any of its Affiliates shall, directly or indirectly and without the prior
consent of the other party, solicit the employment of, or hire, employ or retain, or otherwise
encourage or cause to leave employment with Provider, or cause any other Person to hire, employ or
retain, or otherwise encourage or cause to leave employment



11









 







with Provider or any of its Affiliates, any Person who is or was employed by Provider or any
of its Affiliates with respect to the provision of Services at any time within twelve (12) months
preceding the time of such solicitation or hiring, employment, retention or encouragement.



15. WAIVER OF JURY TRIAL




     15.1 EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY
APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING
TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY.



* * * *





12









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.



	 	 	 	 	 
	 	PROVIDER:



ALTISOURCE SOLUTIONS S.À R.L.

 	 
	 	By  	/s/ William B. Shepro
 	 
	 	 	Name:  	William B. Shepro 	 
	 	 	Title:  	Manager 	 
	 
	 	CUSTOMER:



OCWEN FINANCIAL CORPORATION

 	 
	 	By  	/s/ Ronald M. Faris
 	 
	 	 	Name:  	Ronald M. Faris 	 
	 	 	Title:  	President 	 
	 



[Data Center and Disaster Recovery Agreement]




 









 








EXHIBIT A

TO

DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENT




	 	 	 
	Description of Services

	 	Provider shall, in accordance with
such performance standards, rules
and further instructions as Customer
makes available to Provider from
time to time, provide data center
and disaster recovery services to
Customer.
	 
	 	 
	Payment Terms

	 	Provider shall invoice Customer on a
twice-monthly basis for the Fees for
the Services and any Additional
Services. Customer shall pay all
sums due in U.S. Dollars within
thirty (30) days following the date
of receipt of any invoice. Customer
shall pay a late charge of 2% per
annum above the prime rate charged
by JPMorgan Chase Bank, N.A. (or its
successor) or the highest rate
allowed by law, whichever is less,
on all amounts not paid to Provider
when due. In addition, Customer
shall reimburse the Provider for all
costs of collection of overdue
amounts, including any reasonable
attorneys’ fees.
	 
	 	 
	Compliance with Law

	 	Each party acknowledges and agrees
that it shall be solely liable for
compliance with any local law, rule
or regulation applicable to its
business, operations, employees and
otherwise, except CUSTOMER
ACKNOWLEDGES AND AGREES THAT IT
SHALL BE SOLELY LIABLE FOR ANY
VIOLATION OF APPLICABLE LAW, RULE OR
REGULATION CAUSED BY THE PROVIDER’S
PERFORMANCE OF THE SERVICES IN
COMPLIANCE WITH THE CUSTOMER’S
INSTRUCTIONS







A-1









 








EXHIBIT B




If to Customer:




Ocwen Financial Corporation

1661 Worthington Road, Suite 100

West Palm Beach, FL 33409

Attention: Corporate Secretary

Telecopy Number: (561) 471-4264




If to Provider:




Altisource Solutions S.à r.l.

2-8 Avenue Charles De Gaulle

L-1653 Luxembourg

Attention: Corporate Secretary

Telecopy Number: 352-2744-9499





B-1