In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: 21

                                     EXHIBIT C                                  FORM OF SUBLICENSE

                                  [Form follows.]

                                         22

                                     EXHIBIT D                             FORM OF AGREEMENT FOR TRIAL

                                  [Form follows.]

                                         23

                                 FIRST AMENDMENT TO                                                                           DISTRIBUTOR AGREEMENT

     THIS FIRST AMENDMENT TO DISTRIBUTOR AGREEMENT (this Amendment) is made and entered into as of the 1st day of January, 1999, by and between Peregrine/Bridge Transfer Corporation, a Delaware corporation (Licensor), and NEON Systems, Inc., a Delaware corporation (Licensee).

RECITALS:

     Licensor and Licensee are parties to that certain Distributor Agreement dated as of January 1, 1996 (the Distributor Agreement).  Licensor and Licensee desire to amend the Distributor Agreement as set forth herein.

     NOW, THEREFORE, for and consideration of the mutual covenants of the parties set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follow:

     1.   AMENDMENT OF DEFINITIONS.  Article 1 of the Distributor Agreement is hereby amended to add thereto the following:

     1.11 Annual Royalty Advance Requirement shall mean (i) $1,000,000 in           respect of Licensee's fiscal year beginning April 1, 1999, (ii)           $2,000,000 in respect of Licensee's fiscal year beginning April 1,           2000, (iii) $3,000,000 in respect of Licensee's fiscal year beginning           April 1, 2001, (iv) $4,000,000 in respect of Licensee's fiscal year           beginning April 1, 2002 and (v) $5,000,000 in respect of Licensee's           fiscal year beginning April 1, 2003.  In the event that the term           hereof extends beyond Licensee's fiscal year beginning April 1, 2003,           the amount of the Annual Royalty Advance shall increase by $1,000,000           for each such fiscal year thereafter.

     1.12 Royalty Advance shall have the meaning provided therefor in Section           3.2 hereof.

     1.13 Specified Royalty Percentage shall mean fifty percent (50%) for the           period from and including January 1, 1999 through and including March           31, 1994.  Thereafter, the term Specified Royalty Percentage shall           mean (i) fifty percent (50%) from and after the first day of each           quarter of each fiscal year of Licensee

          commencing with Licensee's fiscal year beginning April 1, 1999) until           such time, if any, during such quarter that the aggregate amount of           all Royalty Advances outstanding as of the first day of such quarter           (including the Royalty Advance payable on such first day) has been           credited against royalties earned hereunder (a Satisfaction Date),           and (ii) forty percent (40%) from and after a Satisfaction Date           through and including the last day of the fiscal quarter in which such           Satisfaction Date occurs.

     2.   AMENDMENT OF SECTIONS 3.1 AND 3.2.  Sections 3.1 and 3.2 of the Distributor Agreement are hereby amended to read in their entirety as follows:

          Section 3.1    ROYALTIES TO LICENSOR.

          (a)            Licensee shall pay to Licensor for each Licensed                          Product licensed to a Redistributor or a Customer a





                         royalty equal to the Specified Royalty Percentage of                          all revenues received (without deduction for value                          added tax, if any, but excluding any revenues for                          maintenance and support or upgrade services, which                          revenues are covered in paragraph (b) below) by                          Licensee under the Redistributor Agreement or                          Sublicense applicable to such Licensed Product.

          (b)            Licensee shall pay to Licensor for maintenance and                          support and upgrade services provided under the                          applicable Sublicense or other written maintenance and                          support agreement with or approved by Licensee for each                          of the Licensed Products a royalty equal to the                          Specified Royalty Percentage of all revenues received                          (without deduction for value added tax, if any) by                          Licensee from a Redistributor or Customer relating to                          maintenance and support services or services for                          Upgrades or upgrades of systems for such Licensed                          Products.

          Section 3.2    TERMS OF PAYMENT.  The royalties payable to Licensor           pursuant to Section 3.1 shall be payable in accordance with the           provisions of this Section 3.2.  On or before the first day of each           fiscal quarter of each fiscal year during the term hereof, commencing           with the Licensee's fiscal year which begins on April 1, 1999,           Licensee shall pay to Licensor, as an advance (a Royalty Advance) of           royalties anticipated to be paid hereunder during such fiscal year, an           amount equal to twenty-five percent (25%) of the Annual Royalty           Advance Requirement for such fiscal year.  The aggregate amount of           Royalty Advances outstanding from time to time shall be credited           against royalties payable hereunder pursuant to Section 3.1 as and           when such royalties are recognized as earned in accordance with           generally accepted accounting principles.  Royalty Advances made           hereunder shall be made in respect of royalties that may become           payable in respect of any and all Licensed Products and shall not           be deemed made in respect

                                          2

          of any particular Licensed Product.  With respect to any royalty           payments due hereunder from Licensee to Licensor in excess of the           amount of Royalty Advances made by Licensee from time to time           hereunder, such payments shall be payable on the later of (i) sixty           (60) days after the date of the applicable invoice to a Redistributor           or Customer, as the case may be, or (ii) five (5) business days           following Licensee's receipt of payment from a Redistributor or           Customer, as the case may be.  Any royalty payment that is not paid           when due will bear interest from the date such amount is due until the           date payment is made at a rate equal to ten percent (10%) per annum.            All royalty payments due to Licensor under this Agreement shall be           paid in U.S. Dollars.  Upon the expiration or any termination of this           Agreement, Licensor shall repay to Licensee the aggregate amount of           all Royalty Advances then outstanding.

     3.   AMENDMENT OF TERM.  Section 14.1 of the Distributor Agreement is hereby amended to read in its entirety as follows:

          Section 14.1   TERM.  This Agreement shall be effective           through and including March 31, 2004.  Upon the expiration           of such term, this Agreement will renew automatically for           successive terms of one (1) year each unless either party to           this Agreement delivers written notice of termination to the           other party to this Agreement at least sixty (60) days prior           to the end of the original or any renewal term.                 4.   AMENDMENT OF TERMINATION PROVISIONS.  The provisions of Section 14.2 are amended by deleting in its entirety subsection (b) thereof and by amending Section 14.2(a)(2) to read in its entirety as follows:

          (2)  Immediately upon written notice if the other party defaults in                the performance of any obligation under this Agreement, including                failure to promptly pay any amount due hereunder, and fails to                cure such default within thirty (30) days after delivery of                written notice specifying the default (with any termination as a                result of Licensee's failure to pay amounts due under this                Agreement resulting in acceleration of Licensee's obligation to                pay all sums accrued and payable to Licensor under this Agreement                as of the date of such termination).

     5.   AMENDMENT OF NATURE OF DISTRIBUTORSHIP.  Licensor and Licensee do hereby agree that this Amendment shall effect a change in the nature of the distributorship granted to Licensee pursuant to the Distributor Agreement from a non-exclusive to an exclusive distributorship (provided, however, that with respect to Licensor's Partitioned Database Facility product, Licensor also may license such product to International Business Machines Corporation for sublicensing and distribution).  Any and all references in the Distributor Agreement to the rights granted to Licensee as non-exclusive rights are hereby amended to provide that such rights are

                                          3

exclusive rights (including without limitation such references in Sections 2.1





(Use of Master Copy), 2.2 (Sublicensing) and 2.8 (Trademarks and Copyright).).

     6.   AMENDMENT OF SECTION 13.1.  The Distributor Agreement is hereby amended by adding the following sentence to the end of Section 13.1:

                     Notwithstanding the foregoing, the foregoing limitation on liability           shall not be applicable in respect of any liability of Licensor to           Licensee resulting from any misrepresentation in, or breach of, the           terms of Section 6.2 hereof or in respect of Licensor's obligation to           repay Royalty Advances pursuant to Section 3.2 hereof.

     7.   CHANGE OF ADDRESSES FOR NOTICE.  Section 15.2 of the Distributor Agreement is hereby amended by changing the address for notice to each of Licensor and Licensee to the following:

          14100 Southwest Freeway, Suite 500           Sugar Land, Texas 77478           Attn:   President

     8.   ADDITION OF RIGHT OF FIRST REFUSAL.  The Distributor Agreement is hereby amended by adding thereto a new Section 15.11 and a new Section 15.12, which shall read in their entirety as follows:                           Section 15.11  Right of First Refusal.  If, at any time or from           time to time during the term hereof, Licensor or any stockholder in           Licensor shall have received a bona fide offer from any person or           entity to sell, transfer or otherwise convey all or any stock in, or           assets of, Licensor which Licensor or such stockholder, as the case           may be (the Offeree), desires to accept, the Offeree shall first           give written notice (the Offering Notice) to Licensee of the           financial and other terms and conditions (the Terms and Conditions)           of such offer.  Licensee shall have the right and a first opportunity           to purchase, lease or otherwise acquire, as the case may be, all or           the applicable portion of such stock or assets (as specified in the           applicable Offering Notice) on the Terms and Conditions set forth in           the Offering Notice, such right to be exercised by notice in writing           to the Offeree within ninety (90) days after the giving of the           Offering Notice.  If Licensee shall have exercised such right, the           closing shall be held at the corporate offices of Licensee on the           closing date specified in the Offering Notice or the date that is           ninety (90) days after the date of Licensee's notice of its exercise           of such right, whichever is later.  If either party shall default           under this Section, the other party shall be entitled to specific           performance.  If Licensee shall fail to give notice of the exercise of           its right of first

                                          4

          refusal under this Section within such ninety (90) day period, or if           Licensee shall notify the Offeree within such ninety (90) day period           that Licensee has waived such right, then the Offeree shall have the           right to sell, transfer or convey all or the applicable portion of the           stock in, or assets of, Licensor (as specified in the Offering Notice)           pursuant to the terms of the specific offer described in the           applicable Offering Notice, but not otherwise.  If such sale, transfer           or conveyance is not consummated in accordance with the offer and the           Terms and Conditions specified in the applicable Offering Notice, the           rights of Licensee to an Offering Notice shall be reinstated.  No           exercise or waiver by Licensee of any of its rights hereunder shall           modify, abridge, impair or affect any of Licensee's rights under any           of the other terms or provisions of this Agreement.  Any sale,           transfer or other conveyance of all or any part of the stock in, or           assets of, Licensor in violation of this Section shall be null and           void.  Skunkware, Inc., a Delaware corporation and the sole           stockholder of Licensor (Skunkware), is joining in this Agreement           for the purpose of agreeing to the terms of this Section and Section           15.12.

               Section 15.12  OPTION TO PURCHASE.  Skunkware and Licensor hereby           grant to Licensee the exclusive and irrevocable right and option to           purchase (the Option), at Licensee's election, either (i) all of the           assets of Licensor or (ii) all of the issued and outstanding stock of           Licensor.  Such option shall be exercisable during a period (the           Option Period) commencing on and including the earlier of (i) the           date upon which Licensee shall have paid to Licensor, in any single           fiscal year of Licensee, royalty payments hereunder in the aggregate           amount of $10,000,000 or (ii) January 1, 2002, and ending upon the           expiration or sooner termination of this Agreement.  Licensee's           exercise of the Option is at its sole discretion.  Licensee may           exercise the Option by written notice to Licensor and Skunkware at any           time during the Option Period.  Upon any such exercise of the Option,           Licensee and Licensor or Skunkware (as the case may be) shall proceed           to diligently and in good faith negotiate and execute a definitive           purchase and sale agreement for Licensor's acquisition of all of the           assets of, or outstanding capital stock in, Licensor, as the case may           be.  In the event that Licensee and Licensor or Skunkware, as the case           may be, are unable to agree on any terms or conditions for such           acquisition, the same shall be submitted to arbitration in accordance           with the rules and procedures of the American Arbitration Association,           with the arbitrator(s) to be experienced in the mainframe software           industry.  Notwithstanding the foregoing provision for arbitration           concerning the terms of any purchase and sale agreement, and without





          limiting any other

                                          5

          conditions that may be included in any such purchase and sale           agreement, Licensee shall have no obligation to consummate the           acquisition of the assets of, or stock in, Licensor pursuant to its           exercise of the Option if Licensee's board of directors should           determine, in its sole discretion, that such acquisition would not be           accretive to the value of Licensee.  The definitive purchase and sale           agreement shall provide that License may pay the purchase price           thereunder in cash, in shares of its Common Stock or in some           combination thereof.  So long as the Option shall be in existence           (whether or not exercisable), Skunkware and Licensor agree that           Licensor will conduct its business in the ordinary course and will           not, without the prior written consent of Licensee, merge or           consolidated with any other entity, sell all or substantially all of           its assets, grant or permit to exist any lien or encumbrance on any           material portion of its assets, issue any securities to any person           other than Skunkware or engage in any other transaction or enter into           any other agreement other than in the ordinary course of business.            Skunkware further agrees that, so long as the Option shall be in           existence (whether or not exercisable), it shall be and remain the           sole Stockholder Licensor, and Licensor shall not issue to any other           person or entity any stock, warrants or similar rights to acquire           equity interests in Licensor.

     9.   MISCELLANEOUS.

                     (a)  Capitalized terms used in this Amendment that are not defined herein shall have the meanings provided therefor in the Distributor Agreement.

          (b)  The captions used for the Sections in this Amendment are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or the intent of this Amendment or any Section hereof.

          (c)  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be construed as a single instrument.

          (d)  In the event any provision of this Amendment is declared or adjudged to be unenforceable or unlawful by any court, then such unenforceable or unlawful provision shall be excised herefrom, and the remainder of this Amendment, together with all rights and remedies granted thereby, shall continue and remain in full force and effect.

                                          6

          (e)  The Distributor Agreement, as amended by this Amendment, constitutes the entire agreement between the parties hereto with respect to the matters covered hereby and thereby.  All prior negotiations, representations and agreements with respect thereto not incorporated in this Amendment or the Distributor Agreement are hereby canceled.  As modified hereby, the Distributor Agreement shall continue in full force and effect and be binding upon the parties hereto and their respective successors and permitted assigns.  References to the Distributor Agreement after the date hereof shall mean the Distributor Agreement as amended pursuant to this Amendment.  The amendments to the Distributor Agreement effected by this Amendment shall be effective from and after the date hereof.

          (f)  This Amendment shall be governed by and construed under the law governing the Distributor Agreement.

             [The remainder of this page is intentionally left blank.]

7

                                                IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

                              PEREGRINE/BRIDGE TRANSFER                               CORPORATION

                              By: /s/ Joe Backer                                  ----------------------------                               Name: Joe Backer                                    --------------------------                               Title: CEO                                     -------------------------

                              NEON SYSTEMS, INC.

                              By: /s/ John S. Reiland                                  ----------------------------





                              Name: John S. Reiland                                    --------------------------                               Title: CFO                                      -------------------------

                                          8

                             JOINDER OF SKUNKWARE, INC.

     Skunkware, Inc., a Delaware corporation, hereby joins in that certain Distributor Agreement dated as of January 1, 1996, between Peregrine/Bridge Transfer Corporation (PBTC) and NEON Systems, Inc. (NEON), as amended by the First Amendment to Distributor Agreement dated as of November 19, 1998 by and between PBTC and NEON, such joinder being for purposes of acknowledging and agreeing to be bound by the terms of the Right of First Refusal set forth in Section 15.11 of the Distributor Agreement and the Option to Purchase set forth in Section 15.12 of the Distributor Agreement.  Skunkware hereby represents and warrants to NEON that Skunkware is the sole stockholder of PBTC.  Skunkware further agrees that its agreements set forth herein shall be binding on its successors and assigns and inure to the benefit of NEON's successors and assigns.

     Skunkware's address for any notice to it under the terms of the Distributor Agreement is as follows:  Skunkware, Inc., 14100 Southwest Freeway, Suite 500, Sugar Land, Texas  77478, Attn:  President.

     Executed as of the 1st day of January, 1999.

                                        SKUNKWARE, INC.

                                        By: /s/ Joe Backer                                            -------------------------                                         Name: Joe Backer                                              -----------------------                                         Title: CEO                                               ----------------------



66049:53214:DALLAS:277267.9

                                          9 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
Example Output: Licensee shall pay to Licensor for maintenance and                          support and upgrade services provided under the                          applicable Sublicense or other written maintenance and                          support agreement with or approved by Licensee for each                          of the Licensed Products a royalty equal to the                          Specified Royalty Percentage of all revenues received                          (without deduction for value added tax, if any) by                          Licensee from a Redistributor or Customer relating to                          maintenance and support services or services for                          Upgrades or upgrades of systems for such Licensed                          Products.

Example Input: EXHIBIT 10.3

                         INTELLECTUAL PROPERTY AGREEMENT

                                     BETWEEN

                                  EQUIFAX INC.

                                       AND

                                  CERTEGY INC.

                                  JUNE 30, 2001

                                TABLE OF CONTENTS

                                                                                                      ARTICLE I DEFINITIONS...............................................................................     3    Section 1.1.     Definitions.....................................................................     3

ARTICLE II CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES..........................     8    Section 2.1.     Transferred Equifax Assets......................................................     8    Section 2.2.     Transferred Certegy Assets......................................................     8    Section 2.3.     Assumption of Liabilities.......................................................     9    Section 2.4.     Completion of Transactions......................................................     9

ARTICLE III THIRD PARTY AGREEMENTS..................................................................    10    Section 3.1.     Third Party Agreements..........................................................    10    Section 3.2.     Required Consents...............................................................    11    Section 3.3.     Discharge of Liabilities........................................................    12

ARTICLE IV LICENSED MATERIALS.......................................................................    12    Section 4.1.     Grant of Licenses by Equifax....................................................    12    Section 4.2.     Ownership of Enhancements by Certegy............................................    15    Section 4.3.     License to Marks................................................................    15    Section 4.4.     Grant of License by Certegy.....................................................    16    Section 4.5.     Ownership of Enhancements by Equifax............................................    18    Section 4.6.     Data............................................................................    19    Section 4.7.     Mutual Obligations..............................................................    19

ARTICLE V THE CLOSING...............................................................................    21    Section 5.1.     Equifax Deliverables............................................................    21    Section 5.2.     Certegy Deliverables............................................................    21

ARTICLE VI REPRESENTATIONS AND WARRANTIES...........................................................    22

ARTICLE VII INDEMNIFICATION.........................................................................    22    Section 7.1.     Certegy Indemnification of the Equifax Group....................................    22    Section 7.2.     Equifax Indemnification of the Certegy Group....................................    23    Section 7.3.     Insurance and Third Party Obligations...........................................    23

ARTICLE VIII INDEMNIFICATION PROCEDURES.............................................................    23    Section 8.1.     Notice and Payment of Claims....................................................    23    Section 8.2.     Notice and Defense of Third Party Claims........................................    23

ARTICLE IX CONFIDENTIALITY..........................................................................    25    Section 9.1.     Exclusions......................................................................    25    Section 9.2.     Confidentiality.................................................................    25    Section 9.3.     Employee Confidentiality Agreements.............................................    26

                                        1

                                                                                                         Section 9.4.     Rights and Remedies.............................................................    27    Section 9.5.     Competitive Activities..........................................................    27    Section 9.6.     No Implied Rights...............................................................    27

ARTICLE X CONTINUED ASSISTANCE......................................................................    28    Section 10.1.    Continued Assistance and Transition.............................................    28    Section 10.2.    Records and Documents...........................................................    28    Section 10.3.    Litigation Cooperation..........................................................    29

ARTICLE XI MISCELLANEOUS............................................................................    29    Section 11.1.    Expenses........................................................................    29    Section 11.2.    Notices.........................................................................    29    Section 11.3.    Amendment and Waiver............................................................    30    Section 11.4.    Entire Agreement................................................................    30    Section 11.5.    Parties in Interest.............................................................    31    Section 11.6.    Further Assurances and Consents.................................................    31    Section 11.7.    Severability....................................................................    31    Section 11.8.    Governing Law...................................................................    31    Section 11.9.    Counterparts....................................................................    31    Section 11.10.   Disputes........................................................................    32    Section 11.11.   Force Majeure...................................................................    32    Section 11.12.   Documentation...................................................................    32





   Section 11.13.   Headings........................................................................    32

EXHIBIT A - CERTEGY GROUP EXHIBIT B - TRANSFERRED EQUIFAX ASSETS EXHIBIT C - EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS

EXHIBIT E - TRANSFERRED CERTEGY ASSETS EXHIBIT F - CERTEGY THIRD PARTY AGREEMENTS - TRANSFERS EXHIBIT G - CERTEGY THIRD PARTY AGREEMENTS - RIGHTS GRANTED EXHIBIT H - SPECIFIED EQUIFAX LIABILITIES EXHIBIT I - SPECIFIED CERTEGY LIABILITIES EXHIBIT J - LICENSED EQUIFAX MATERIALS EXHIBIT K - LICENSED CERTEGY MATERIALS EXHIBIT L - UTILITY SOFTWARE PROGRAMS EXHIBIT M - OTHER IP ASSETS EXHIBIT N - PROJECTED MIPS

                                        2

                                                                    EXHIBIT 99.5

                         INTELLECTUAL PROPERTY AGREEMENT

     THIS INTELLECTUAL PROPERTY AGREEMENT (Agreement), dated as of June 30, 2001, is entered into by Equifax Inc., a Georgia corporation (Equifax), and Certegy Inc., a Georgia corporation (Certegy).

                                   BACKGROUND

     A. Certegy is a wholly owned subsidiary of Equifax formed among other reasons for the purpose of taking title to the intellectual property assets and assuming the associated liabilities related to the business operations of the Certegy Group (as defined below).

     B. The Board of Directors of Equifax has determined that it is in the best interests of Equifax and its shareholders to transfer, assign and/or license to, or acquire on behalf of, Certegy and Designated Certegy Members (defined below), as part of the contribution to the capital of Certegy, certain intellectual property assets used in the business operations of the Certegy Group as described herein and currently utilized to operate the Certegy Business (as defined below), and to receive in exchange therefor the consideration described in the Distribution Agreement (as defined below).

     C. The Board of Directors of Certegy has determined that it is in the best interests of Certegy and its shareholders to transfer, assign and/or license to, or acquire on behalf of, Equifax and Designated Equifax Members (defined below) certain intellectual property assets.

     D. The parties intend that the Distribution (as defined in the Distribution Agreement) not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code (as defined below).

     E. Equifax and its Affiliates (defined below) own certain intellectual property that is used in, or may be useful in, the conduct of the business operations of the Equifax Group (defined below) and/or the Certegy Group. Equifax and Certegy have determined that subject to the terms herein: (1) ownership of certain of such intellectual property shall be transferred to the entity specified in this Agreement on or before the Distribution Date (defined below); (2) certain intellectual property owned by Equifax and/or its Affiliates shall be licensed to the entity(ies) specified in this Agreement on or before the Distribution Date; and (3) the respective rights and obligations of Equifax and/or its Affiliates under certain Third Party Agreements (defined below) shall be acquired, assumed or otherwise transferred to the entity(ies) specified in this Agreement, subject to the consent of the applicable Third Party Provider (defined below).

     F. The parties have determined that it is necessary and desirable to describe the principal transactions required to effect the allocation of their respective intellectual property rights in conjunction with the Distribution and to set forth other agreements that will govern certain other matters regarding the parties' respective intellectual property rights following the Distribution.

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements and covenants contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

     Section 1.1. Definitions

     As used herein, the following terms have the following meanings:

     (a) Action means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any other tribunal.

     (b) Affiliate means, with respect to Equifax, any Person, which, whether directly or indirectly, is Controlled by or is under common Control with Equifax





prior to the Distribution Date.

     (c) Certegy Business means the businesses conducted by the members of the Certegy Group as of the Distribution Date.

     (d) Certegy Continued Use Materials means any and all IP Assets (other than Transferred Assets) owned and/or held by a member of the Equifax Group that satisfy each of the following criteria: (i) such IP Assets were used in the Certegy Business during the twelve (12) calendar months prior to the Distribution Date and for which a continuing business requirement exists on the Distribution Date, and (ii) such IP Assets or the services, information or deliverables produced with such IP Assets (A) are not made commercially available by the Equifax Group to third parties on the Distribution Date, and (B) are not made available to the Certegy Group after the Distribution Date pursuant to the Intercompany Data Purchase Agreement or the Transition Support Agreement.

     (e) Certegy Enhancements means software and/or associated documentation created by or for any member of the Certegy Group on or after the Closing Date, that provides processing capabilities, functionality or efficiencies, maintenance, bug fixes or updates not contained in the Transferred Equifax Assets as of the Closing Date and which is intended for use with and requires a portion of the Transferred Equifax Assets in order to function properly.

     (f) Certegy Group means the entities set forth on Exhibit A and any of their respective subsidiaries.

                                        2

     (g) Certegy Indemnitees has the meaning given in Section 7.2.

     (h) Certegy Liabilities means all unsatisfied Liabilities, whether arising before, on or after the Distribution Date, based upon or arising out of the ownership, use or possession by the Certegy Group of the Transferred Equifax Assets, the Licensed Equifax Materials or the Equifax Marks.

     (i) Certegy Third Party Use Rights means the rights granted to or secured for Equifax or one or more Designated Equifax Members pursuant to Section 3.1(b)(ii).

     (j) Closing Date means the Effective Time, as defined in the Distribution Agreement.

     (k) Code means the Internal Revenue Code of 1986, as amended.

     (l) Company Information means collectively the Proprietary Information and the Confidential Information of the disclosing party. Company Information also includes information that has been disclosed to Equifax or any of its Affiliates prior to the Distribution Date, or to any member of either Group after the Distribution Date, by a third party subject to an obligation to treat such information as confidential or secret.

     (m) Confidential Information means any and all confidential business information of the disclosing party that does not constitute Proprietary Information and that is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy and confidentiality, including without limitation, the existence and nature of the relationship between the parties, employees of the disclosing party, and any and all additional information disclosed by the disclosing party to the receiving party as a result of the receiving party's access to and presence at the disclosing party's facilities.

     (n) Control means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting shares of an entity, or other possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, or the power to veto major policy decisions of any such entity, whether through the ownership of voting securities by contract, or otherwise.

     (o) Derivative Work means a work based on one or more pre-existing works, including without limitation, a condensation, transformation, expansion or adaptation, that would constitute a copyright infringement if prepared without authorization of the owner of the copyright of such pre-existing work.

     (p) Designated Certegy Member means a member of the Certegy Group, as designated by Certegy in its sole discretion.

     (q) Designated Equifax Member means a member of the Equifax Group, as designated by Equifax in its sole discretion.

     (r) Disputes has the meaning given in the Distribution Agreement.

                                        3

     (s) Distribution Agreement means that certain Distribution Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

     (t) Distribution Date means the day as of which the Distribution shall be effective, as determined by the Board of Directors of Equifax, or such committee





of such Board of Directors as shall be designated by the Board of Directors of Equifax.

     (u) Divested Business means the sale or other transfer of a member of either Group, or a portion of the business operations of any such member, to an unrelated third party after the Distribution Date.

     (v) Equifax Business means the businesses now or formerly conducted by Equifax and its present and former Affiliates, other than the Certegy Business.

     (w) Equifax Continued Use Materials means any and all IP Assets (other than Transferred Assets) owned and/or held by a member of the Certegy Group that satisfy each of the following criteria: (i) such IP Assets were used in the Equifax Business during the twelve (12) calendar months prior to the Distribution Date and for which a continuing business requirement exists on the Distribution Date, and (ii) such IP Assets or the services, information or deliverables produced with such IP Assets (A) are not made commercially available by the Certegy Group to third parties on the Distribution Date, and (B) are not made available to the Equifax Group after the Distribution Date pursuant to the Intercompany Data Purchase Agreement or the Transition Support Agreement.

     (x) Equifax Enhancements means software and/or associated documentation created by or for any member of the Equifax Group on or after the Closing Date, that provides processing capabilities, functionality or efficiencies, maintenance, bug fixes or updates not contained in the Transferred Certegy Assets on the Closing Date and which is intended for use with and requires a portion of the Transferred Certegy Assets in order to function properly.

     (y) Equifax Group means Equifax and its Affiliates existing on the Distribution Date and as modified from time to time thereafter, excluding all members of the Certegy Group.

     (z) Equifax Indemnitees has the meaning given in Section 7.1.

     (aa) Equifax Liabilities means all unsatisfied Liabilities, whether arising before, on or after the Distribution Date, based upon or arising out of the ownership, use or possession by the Equifax Group of the Transferred Certegy Assets or the Licensed Certegy Materials.

     (bb) Equifax Marks mean the Marks owned by Equifax or its Affiliates.

     (cc) Equifax Third Party Use Rights means the rights granted to or secured for Certegy or one or more Designated Certegy Members pursuant to Section 3.1(a)(ii).

     (dd) Group means the Certegy Group and/or the Equifax Group.

     (ee) Indemnifiable Losses has the meaning given in Section 7.1.

                                        4

     (ff) Indemnified Party has the meaning given in Section 8.1.

     (gg) Indemnifying Party has the meaning given in Section 8.1.

     (hh) Intercompany Data Purchase Agreement means that certain Intercompany Data Purchase Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

     (ii) IP Assets means all intellectual property rights in and to any ideas, trade secrets, specifications, designs, masks, mask works, copyrights, patents, Marks and other proprietary rights, of every kind and description, wherever located, including without limitation, all electronic circuit designs, works of authorship, databases, compositions of matter, computer software (whether such computer software constitutes custom software, firmware or systems created by, or for the exclusive use of either party, or otherwise), algorithms, and works of authorship expressing such algorithms.

     (jj) Liabilities means any and all claims, debts, liabilities and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, with respect to a specified object, matter, contract, commitment or undertaking, including without limitation, all claims, debts, liabilities and obligations arising under any law, rule, regulation, action, order or consent decree of any governmental entity or any award of any arbitrator of any kind, related thereto or arising under any contract, commitment or undertaking relating to such specified object, matter, contract, commitment or undertaking.

     (kk) Licensed Certegy Materials means those IP Assets identified on Exhibit K and the Equifax Continued Use Materials.

     (ll) Licensed Equifax Materials means those IP Assets identified on Exhibit J and the Certegy Continued Use Materials.

     (mm) Licensed Materials means the Licensed Certegy Materials and/or Licensed Equifax Materials.

     (nn) Marks means trademarks, service marks, domain names, tradenames, and other slogans, designs and distinctive advertising, whether or not registered or filed with any governmental agency.

     (oo) Person means an individual, partnership, joint venture, association,





corporation, limited liability company, trust or any other legal entity.

     (pp) Proprietary Information means all non-public information whether tangible or intangible related to the services or business of the disclosing party that (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by another Person who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy, including without limitation, (A) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or proprietary nature; (B) identifying any

                                        5

oral communication as confidential immediately before, during, or after such oral communication; or (C) otherwise treating such information as confidential or secret. Assuming the criteria in clauses (i) and (ii) above are met, Proprietary Information includes information, without regard to form, including, but not limited to, technical and nontechnical data, databases, formulas, patterns, designs, compilations, computer programs and software, devices, inventions, methods, techniques, drawings, processes, financial data, financial plans, product plans, lists of actual or potential customers and suppliers (which are not commonly known by or available to the public), research, development, and existing and future products.

     (qq) Related Agreements means all of the written agreements, instruments, understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby (other than this Agreement), including without limitation, the Distribution Agreement, Intercompany Data Purchase Agreement and Transition Support Agreement.

     (rr) Representatives means, individually and collectively, officers, directors, employees, agents, and/or independent contractors of each member of the Group.

     (ss) Required Consents means any consents or approvals required to be obtained (i) to allow the transfer of any assets to and the assumption of the obligations attendant therewith by a party and release of the transferring party from such obligations; (ii) to allow a party to assume financial, support, operational, management and/or administrative responsibility for the Third Party Rights utilized in the operation of the Equifax Business or Certegy Business, respectively; (iii) for the licensing, acquiring, transfer and/or grant of the rights to the Equifax Group or Certegy Group, respectively, to use the Third Party Rights as contemplated by this Agreement; and/or (iv) for a party to have access to and use of the space, equipment, software and/or third party services provided under the Third Party Agreements entered into by the other party as contemplated by this Agreement.

     (tt) Third Party Agreements means agreements, contracts or arrangements between Equifax and/or its Affiliates, on the one hand, and a Third Party Provider, on the other.

     (uu) Third Party Claim has the meaning given in Section 8.2.

     (vv) Third Party Provider means a Person other than a member of either Group that provides products, software, services, maintenance and/or support to Equifax or one or more of its Affiliates.

     (ww) Third Party Rights means rights granted to Equifax and/or its Affiliates pursuant to a Third Party Agreement, including (i) all service, support and maintenance rights related thereto or attendant therewith, and (ii) all contractual rights, commitments, undertakings and obligations (including service, data processing, support and maintenance rights and obligations) attendant therewith or directly related thereto.

     (xx) Third Party Use Rights means the respective Equifax Third Party Use Rights and Certegy Third Party Use Rights.

                                        6

     (yy) Transferred Assets means the Transferred Equifax Assets and Transferred Certegy Assets.

     (zz) Transferred Equifax Assets means the assets to be acquired on behalf of, or transferred to, Certegy or one or more Designated Certegy Members as described in Section 2.1.

     (aaa) Transferred Equifax Third Party Agreements means the Third Party Agreements, the rights and obligations of which are to be acquired on behalf of, or transferred to, Certegy or one or more Designated Certegy Members pursuant to Section 3.1(a)(i).

     (bbb) Transferred Certegy Assets means the assets to be acquired on behalf of, or transferred to, Equifax or the one or more Designated Equifax Members as described in Section 2.2.

     (ccc) Transferred Certegy Third Party Agreements means the Third Party Agreements, the rights and obligations of which are to be acquired on behalf of, or transferred to, Equifax or one or more Designated Equifax Members pursuant to Section 3.1(b)(i).





     (ddd) Transferred Third Party Agreements means the respective Transferred Equifax Third Party Agreements and/or the Certegy Transferred Third Party Agreements.

     (eee) Transition Support Agreement means that certain Transition Support Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

     (fff) Utility Software Programs means the software programs set forth on Exhibit L.

                                   ARTICLE II

         CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES

     Section 2.1. Transferred Equifax Assets.

     Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Equifax agrees, at its expense, to transfer, or cause to be transferred, to Certegy or to a Designated Certegy Member all right, title and interest held by Equifax and/or its Affiliates as of the Closing Date in and to each of the assets identified on Exhibit B hereto, subject to the retained rights described therein. Except as set forth on Exhibit B, no other assets (other than Transferred Equifax Third Party Agreements) are being transferred by Equifax (or a member of the Equifax Group) pursuant to this Agreement.

     Section 2.2. Transferred Certegy Assets.

     Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Certegy agrees to transfer, or cause to be transferred, to Equifax or to a Designated Equifax Member all right, title and interest held by the members of the Certegy Group as of the Closing Date in and to each of the assets identified on Exhibit E, subject to the retained rights

                                        7

described therein. Except as set forth on Exhibit E, no other assets (other than Transferred Certegy Third Party Agreements) are being transferred by Certegy (or a member of the Certegy Group) pursuant to this Agreement. The expenses payable to third parties that are not members of either Group to effect such transfers shall be the financial responsibility of Equifax.

     Section 2.3. Assumption of Liabilities.

     (a) As of the Closing Date, Equifax shall, or shall cause the respective Designated Equifax Member to, assume all payment and performance obligations attendant with the Transferred Certegy Assets and the Equifax Liabilities, including, without limitation, the Liabilities identified on Exhibit H.

     (b) As of the Closing Date, Certegy shall, or shall cause the respective Designated Certegy Member to, assume all payment and performance obligations attendant with the Transferred Equifax Assets and the Certegy Liabilities, including, without limitation, the Liabilities identified on Exhibit I.

     Section 2.4. Completion of Transactions.

     (a) In the event that any conveyance of a Transferred Asset, Transferred Third Party Agreement, or the provision of a Third Party Right or Third Party Use Right, or assumption of any Liability, required by this Agreement is not effected on or before the Closing Date, the obligation to transfer such Transferred Asset or Transferred Third Party Agreement, provide such Third Party Right or Third Party Use Right, and assume such Liability shall continue past the Closing Date and shall be effected by the parties as soon thereafter as practicable; provided, however, that neither party shall be obligated under this paragraph to transfer any Transferred Third Party Agreement and/or provide Third Party Use Rights that either (i) did not exist as of the Closing Date or (ii) are no longer required by the party who is the intended transferee of the respective Third Party Agreement or is entitled to receive the Third Party Use Rights for the continued operation of such party's business.

     (b) If any Transferred Asset or Transferred Third Party Agreement may not be transferred or acquired by reason of a requirement to obtain a Required Consent or any other approval of any third party and such Required Consent or other approval has not been obtained by the Closing Date, then such Transferred Asset or Transferred Third Party Agreement shall not be transferred or acquired until such Required Consent or other approval has been obtained. Equifax and Certegy shall, and as the case may be, shall cause the member of its respective Group which is the holder of such Transferred Asset or Transferred Third Party Agreement prior to transfer, to use all reasonable efforts to provide to the applicable member of the other Group all the rights and benefits under such Transferred Asset or Transferred Third Party Agreement and to cause such holder to enforce such Transferred Asset or Transferred Third Party Agreement for the benefit of such member of the other Group; provided, however, that the foregoing obligation shall not, in any way, require Equifax, Certegy or any member of a respective Group to breach any Transferred Third Party Agreement or incur or suffer any liability with respect to any Transferred Third Party Agreement. Moreover, if any transfer of a Transferred Asset or Transferred Third Party Agreement or provision of a Third Party Right or Third Party Use Right, is not completed by the Closing Date in accordance with this Agreement for any reason, each of

                                        8





Equifax and Certegy shall, and shall cause the members of its Group to, cooperate in achieving a reasonable alternative arrangement for the affected members of the Groups to obtain the economic and operational equivalent of the intended transfer of such Transferred Asset or Third Party Agreement and/or provision of such Third Party Right or Third Party Use Right, and assumption of the attendant Liabilities, with minimum interference to such members' business operations until such transfer of such Transferred Asset or Third Party Agreement, and/or provision of such Third Party Right or Third Party Use Right, is completed. The costs payable to third parties that are not members of either Group to achieve any such reasonable alternative arrangement shall be the financial responsibility of Equifax.

     (c) From time to time on and after the Closing Date, each party shall promptly transfer, and cause the appropriate members of its Group promptly to transfer, to the other party, or the designated member of the other party's Group, any property and other benefits received by such party, or the members of its Group, that are intended to be or are a Transferred Asset or Transferred Third Party Agreement of the other party under this Agreement. Without limiting the foregoing, funds received by a member of either Group that belong to a member of the other Group (whether by payment of accounts receivable, credits, rebates or other amounts, however described) shall be delivered to the other Group by wire transfer not more than five (5) business days after receipt of such payment.

                                   ARTICLE III

                             THIRD PARTY AGREEMENTS

     Section 3.1. Third Party Agreements.

     (a) Effective as of the Closing Date, Equifax shall (i) transfer, or cause to be transferred, to Certegy or a Designated Certegy Member, or acquire on Certegy's behalf, the rights and obligations of Equifax and its Affiliates in and to the Third Party Agreements identified on Exhibit C (including all Third Party Rights related thereto) and (ii) grant rights to or secure rights (including rights as an authorized user) for Certegy or a Designated Certegy Member under the Third Party Agreements identified on Exhibit D, in each case, subject to the respective payment obligations or other terms set forth on Exhibit C and Exhibit D.

     (b) Effective as of the Closing Date, Certegy shall (i) transfer, or cause to be transferred, to Equifax or a Designated Equifax Member, or acquire on Equifax's behalf, the rights and obligations of the members of the Certegy Group in and to the Third Party Agreements identified on Exhibit F (including all Third Party Rights related thereto) and (ii) grants rights to or secure rights (including rights as an authorized user) for Equifax or a Designated Equifax Member under the Third Party Agreements identified on Exhibit G, in each case, subject to the respective payment obligations or other terms set forth on Exhibit F and Exhibit G.

     (c) Unless as expressly provided hereunder, neither party shall have any obligation to transfer, have transferred or acquire any Third Party Rights or Third Party Use Rights for or on behalf of the other party.

                                       9

     (d) Without limiting each party's specific obligations pursuant hereto (or in any separate agreement) with respect to Third Party Rights and Third Party Use Rights, each of Certegy and Equifax agrees to, in connection with its use of, exploitation of and performance pursuant to any Third Party Rights or Third Party Use Rights, including, without limitation, such party's rights to use, copy, exploit, distribute, display, copy and sublicense any software secured for or granted to such party pursuant to such Third Party Rights or Third Party Use Rights, comply with the terms, scope, restrictions and provisions (including, without limitation, usage limitations) of any Third Party Rights or Third Party Agreements that govern such Third Party Rights or Third Party Use Rights. A failure to comply with this paragraph shall constitute a breach of this Agreement.

     Section 3.2. Required Consents.

     (a) Equifax with respect to Transferred Equifax Third Party Agreements and Equifax Third Party Use Rights, and Certegy with respect to Transferred Certegy Third Party Agreements and Certegy Third Party Use Rights, shall, or shall cause the appropriate member of its respective Group to, use its reasonable commercial efforts to obtain the grant to the applicable member of the other Group, the Required Consents from the Third Party Providers under such respective Third Party Agreements as necessary to effect the provisions of this Agreement. Each party will provide the other party with advice on its experience and agreements with the Third Party Providers with regard to obtaining any Required Consent under such Third Party Agreements. Equifax and Certegy will each have management and administrative responsibilities for obtaining all Required Consents required as of the Closing Date to which a member of its respective Group is a party. Equifax shall have the right of prior approval of the terms upon which all Required Consents are obtained.

     (b) Except as otherwise provided in Section 3.1 and the exhibits referenced therein, Equifax shall bear the costs payable to third parties that are not members of either Group, if any, of obtaining all Required Consents, including without limitation, all charges and fees related to obtaining the Required





Consents for the Transferred Third Party Agreements and Third Party Use Rights.

     (c) Equifax and Certegy shall use reasonable commercial efforts to obtain all Required Consents with regard to Transferred Third Party Agreements and Third Party Use Rights within one hundred eighty (180) days after the Closing Date, unless otherwise agreed by the parties in writing. Until all Required Consents are obtained, Equifax and Certegy shall each periodically publish a list setting forth the status of each Required Consent for which a member of its respective Group is the contracting party immediately prior to the Closing Date. Equifax and Certegy shall timely cooperate with each other in order to facilitate the proper and timely publication of such periodic Required Consents list. If any Required Consent is not obtained with respect to any of the Third Party Agreements or Third Party Use Rights, the parties shall cooperate with each other in achieving a reasonable alternative arrangement for the affected Group to continue to process its work with minimum interference to its business operations until such Required Consents are obtained, including without limitation, implementing the provisions of Section 2.4(b). Except as otherwise provided in Section 3.1 and the exhibits referenced therein, the cost payable to third parties that are not members of either Group of achieving such

                                       10

reasonable alternative arrangements with respect to Third Party Rights that are a part of the Transferred Assets or Transferred Third Party Agreements shall be borne by Equifax.

     (d) The financial obligations of Equifax under Sections 3.2(b) and (c) for Required Consents and alternative arrangements, shall terminate with respect to all such Required Consents and alternative arrangements not identified by the parties to each other in a writing within twelve (12) months after the Closing Date, and for all Required Consents and alternative arrangements identified thereafter, all such financial obligations shall be borne by the party needing the Required Consent or alternative arrangement to operate under or take assignment of the Third Party Agreement or to obtain such Third Party Right for which such Required Consent or alternative arrangement is required.

     (e) For all periods after the Closing Date, except as set forth in Sections 3.2(b) and 3.2(c) for Required Consents and alternative arrangements, Equifax and Certegy shall each bear financial responsibility and pay the Third Party Providers, under all Transferred Third Party Agreements transferred to its respective Group pursuant to Sections 3.1(a)(i) and 3.1(b)(i) above.

     Section 3.3. Discharge of Liabilities.

     (a) Certegy agrees that on and after the Closing Date it will timely pay, perform and discharge, or cause to be timely paid, performed and discharged, all of the Certegy Liabilities.

     (b) Equifax agrees that on and after the Closing Date it will timely pay, perform and discharge, or cause to be timely paid, performed and discharged, all of the Equifax Liabilities.

                                   ARTICLE IV

                               LICENSED MATERIALS

     Section 4.1. Grant of Licenses by Equifax.

     (a) Equifax hereby grants, and will cause the other members of the Equifax Group to grant, to Certegy a fully paid, non-exclusive, perpetual, worldwide, non-transferable license to use, modify, copy, improve, create Derivative Works and Certegy Enhancements from, and sublicense the Licensed Equifax Materials (excluding the Utility Software Programs) solely for use in the Certegy Business and as that business may evolve and change in the future, subject to the following:

          (i)   Certegy shall not sublicense, or otherwise disclose or                 distribute, or permit any Person to use, the Licensed Equifax                 Materials (excluding the Utility Software Programs), except in                 accordance with Section 4.1(b);

          (ii)  Certegy shall hold the Licensed Equifax Materials (excluding the                 Utility Software Programs) in strict confidence; will not remove                 or destroy any proprietary markings of the Equifax Group on or                 contained in the Licensed Equifax Materials (excluding the                 Utility

                                       11

                Software Programs); and will include the copyright and patent                 notices of the licensor as specified from time to time by the                 licensor for the Licensed Equifax Materials (excluding the                 Utility Software Programs) on and in all copies of the Licensed                 Equifax Materials (excluding the Utility Software Programs);

          (iii) Certegy shall not export or re-export the Licensed Equifax                 Materials (excluding the Utility Software Programs) without the                 appropriate United States or foreign government licenses; and

          (iv)  all sublicenses from Certegy to members of the Certegy Group (A)





                shall contain the rights and restrictions set forth in this                 Section 4.1(a) with respect to the license granted to Certegy                 and comply with Sections 4.1(b) through (d) hereof and (B) shall                 be diligently enforced by Certegy.

     (b) The sublicense rights granted to Certegy pursuant to Section 4.1(a) include the right for Certegy to grant sublicenses to the Licensed Equifax Materials (excluding the Utility Software Programs) to the members of the Certegy Group, which sublicenses may include the right to further sublicense such Licensed Equifax Materials (excluding the Utility Software Programs) to such Group member's customers solely for each such customer's internal business purposes to the extent related to the Certegy Business. All sublicensing by Certegy and other members of the Certegy Group to any one of their customers shall be pursuant to written agreements with such customer, executed before or at the time of furnishing each copy of the Licensed Equifax Materials (excluding the Utility Software Programs) to such customer, and which provide at a minimum that such customer:

          (i)   receives only a personal, non-transferable and nonexclusive                 right to use such copy of the Licensed Equifax Materials                 (excluding the Utility Software Programs);

          (ii)  receives no title in the intellectual property contained in the                 Licensed Equifax Materials (excluding the Utility Software                 Programs);

          (iii) will not copy the Licensed Equifax Materials (excluding the                 Utility Software Programs), except as necessary to use such                 Licensed Equifax Materials (excluding the Utility Software                 Programs) in accordance with the license grant and to make one                 archival copy;

          (iv)  will not export or re-export the Licensed Equifax Materials                 (excluding the Utility Software Programs) without the                 appropriate United States or foreign government licenses;

          (v)   will hold the Licensed Equifax Materials (excluding the Utility                 Software Programs) in confidence; will not reverse compile or                 disassemble the Licensed Equifax Materials (excluding the                 Utility

                                       12

                Software Programs); will not remove or destroy any proprietary                 markings of the licensor on or contained in the Licensed Equifax                 Materials (excluding the Utility Software Programs), and will                 include the copyright and patent notices of the licensor as                 specified from time to time by the licensor for the Licensed                 Equifax Materials (excluding the Utility Software Programs) on                 and in all copies of the Licensed Equifax Materials (excluding                 the Utility Software Programs); and

          (vi)  will not sublicense, assign or otherwise transfer the Licensed                 Equifax Materials (excluding the Utility Software Programs) to                 any other Person.

     (c) In the event any member of the Certegy Group sublicenses any portion of the Licensed Equifax Materials (excluding the Utility Software Programs) to any third party pursuant to Section 4.1(a) and (b) above, Certegy agrees to ensure that such member shall diligently enforce the terms and conditions of all sublicenses granted pursuant to this Section 4.1.

     (d) In the event that Certegy, or another member of the Certegy Group, shall enter into a Divested Business transaction with respect to the Certegy Group, and the scope of permitted use or other terms applicable to the Licensed Equifax Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.1 are required to be modified to effect such transaction, Equifax will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Equifax Group. Such modifications shall not be effective until the Divested Business or the acquiror thereof, as required by Equifax, has entered into a license agreement with the appropriate member of the Equifax Group incorporating the terms of Section 4.1 and Section 4.2 and such other terms as Equifax reasonably deems appropriate for the protection of its interests in the Licensed Equifax Materials.

     (e) Without limiting the foregoing, Equifax hereby grants, and will cause the other members of the Equifax Group to grant, to Certegy a fully paid, non- exclusive, perpetual, worldwide, transferable license to use, modify, improve, create Derivative Works from, and sublicense, the Utility Software Programs (in both object and source code format) identified on Exhibit L as being owned by Equifax or a member of the Equifax Group for any and all fields of use and to any and all Persons.

     (f) The Licensed Equifax Materials may be marketed under such name and in such manner as Certegy chooses, consistent with the terms and conditions of this Agreement.

     (g) Except for the Certegy Group's rights described in Section 4.1(a), (b) and (e) above, the Equifax Group's rights in and to the Licensed Equifax Materials shall be and remain the exclusive property of Equifax or the members of the Equifax Group, and their respective successors and assigns.





                                       13

     Section 4.2. Ownership of Enhancements by Certegy.

     (a) Unless Exhibit J provides otherwise, Certegy, or the respective Designated Certegy Member, shall own all the modifications and improvements to, and the Certegy Enhancements and/or Derivative Works made from, the Licensed Equifax Materials developed by any member of the Certegy Group, or by any party other than a member of the Equifax Group at the expense of the Certegy Group. Equifax hereby assigns, and shall cause each member of the Equifax Group to assign, to Certegy, or the respective Designated Certegy Member, all right, title and interest it may hold in and to such modifications, improvements, Certegy Enhancements and Derivative Works. Certegy shall, or shall cause the respective Designated Certegy Member to, have the right to make and file all applications and other documents required to register the copyright(s) and file for patents for such modifications, improvements, Certegy Enhancements and Derivative Works in its discretion and at its sole cost and expense.

     (b) Should Certegy elect to file any application for the registration, perfection or protection of any modifications, improvements, Certegy Enhancements or Derivative Works described in Section 4.2(a), under any copyright, patent or other law of any country or jurisdiction, Equifax will, at the request and expense of Certegy, do all things and sign all documents or instruments reasonably necessary in the opinion of Certegy to assist in the registration of such claims, file such applications, and obtain, defend and enforce such copyright, patent, mask work and other rights.

     (c) Subject to the license rights granted in Section 4.1, as between the parties. the Licensed Equifax Materials shall be and shall remain the sole and exclusive property of the Equifax Group and the members of the Equifax Group may make any internal use and may commercially exploit any enhancements to the Licensed Materials made or caused to be made by members of the Equifax Group, as they shall deem appropriate without any obligation to any member of the Certegy Group or other restriction. The Equifax Group may in particular distribute and manufacture, or cause to be manufactured or distributed by any third party, any such enhancements and/or the Licensed Equifax Materials.

     Section 4.3. License to Marks.

     (a) Equifax hereby grants, and will cause each member of the Equifax Group to grant, to Certegy and each member of the Certegy Group a fully paid, non- exclusive, worldwide, non-transferable right to continue to use the Equifax Marks employed in the Certegy Business, but only to the extent such Equifax Marks were displayed by the Certegy Group prior to the Distribution Date (i) on the Transferred Equifax Assets, (ii) on premises jointly occupied with Equifax, and (iii) on letterhead, product and services documentation, invoices, software programs, packaging and similar materials used by the members of the Certegy Group, and such Equifax Marks are used in accordance with the guidelines for usage of the Equifax Marks published and amended by Equifax from time to time. Certegy will terminate the use of such Equifax Marks as soon as commercially practical but in any event within twelve (12) months after the Closing Date.

     (b) Certegy hereby grants, and will cause each member of the Certegy Group to grant, to Equifax and each member of the Equifax Group a fully paid, non- exclusive, worldwide, non-

                                       14

transferable right to continue to use the Marks that were owned immediately prior to the Distribution Date by a member of the Certegy Group and employed in the Equifax Business, but only to the extent such Marks were displayed by the Equifax Group prior to the Distribution Date (i) on assets owned by Equifax or any member of the Equifax Group (other than the Transferred Assets), (ii) on premises jointly occupied with one or more members of the Certegy Group, and (iii) on letterhead, product and services documentation, invoices, software programs, packaging and similar materials used by the members of the Equifax Group, and such Marks are used in accordance with the same guidelines for usage as the Equifax Marks as described in subsection (a) above. Equifax will terminate the use of such Marks as soon as commercially practical but in any event within twelve (12) months after the Distribution Date.

     Section 4.4. Grant of License by Certegy.

     (a) Certegy hereby grants, and will cause the other members of the Certegy Group to grant, to Equifax a fully paid, non-exclusive, perpetual, worldwide, non-transferable license to use, modify, copy, improve, create Derivative Works and Equifax Enhancements from, and sublicense the Licensed Certegy Materials (excluding the Utility Software Programs) solely for use in the Equifax Business and as that business may evolve and change in the future, subject to the following:

          (i)   Equifax shall not sublicense, or otherwise disclose or                 distribute, or permit any Person to use, the Licensed Certegy                 Materials (excluding the Utility Software Programs), except in                 accordance with Section 4.4(b);

          (ii)  Equifax shall hold the Licensed Certegy Materials (excluding the                 Utility Software Programs) in strict confidence; will not remove                 or destroy any proprietary markings of the Certegy Group on or                 contained in the Licensed Certegy Materials (excluding the





                Utility Software Programs); and will include the copyright and                 patent notices of the licensor as specified from time to time by                 the licensor for the Licensed Certegy Materials (excluding the                 Utility Software Programs) on and in all copies of the Licensed                 Certegy Materials (excluding the Utility Software Programs);

          (iii) Equifax shall not export or re-export the Licensed Certegy                 Materials (excluding the Utility Software Programs) without the                 appropriate United States or foreign government license; and

          (iv)  all sublicenses from Equifax to members of the Equifax Group (A)                 shall contain the rights and restrictions set forth in this                 Section 4.4(a) with respect to the license granted to Equifax                 and comply with Sections 4.4(b) through (d) hereof and (B) shall                 be diligently enforced by Equifax.

     (b) The sublicense rights granted to Equifax pursuant to Section 4.4(a) include the right for Equifax to grant sublicenses to the Licensed Certegy Materials (excluding the Utility

                                       15

Software Programs) to the members of the Equifax Group, which sublicenses may include the right to further sublicense such Licensed Certegy Materials (excluding the Utility Software Programs) to such Group member's customers solely for each such customer's internal business purposes to the extent related to the Equifax Business. All sublicensing by Equifax and other members of the Equifax Group to any one of their customers shall be pursuant to written agreements with such customer, executed before or at the time of furnishing each copy of the Licensed Certegy Materials (excluding the Utility Software Programs) to such customer, and which provide at a minimum that such customer:

          (i)   receives only a personal, non-transferable and nonexclusive                 right to use such copy of the Licensed Certegy Materials                 (excluding the Utility Software Programs);

          (ii)  receives no title in the intellectual property contained in the                 Licensed Certegy Materials (excluding the Utility Software                 Programs);

          (iii) will not copy the Licensed Certegy Materials (excluding the                 Utility Software Programs), except as necessary to use such                 Licensed Certegy Materials (excluding the Utility Software                 Programs) in accordance with the license grant and to make one                 archival copy;

          (iv)  will not export or re-export the Licensed Certegy Materials                 (excluding the Utility Software Programs) without the                 appropriate United States or foreign government licenses;

          (v)   will hold the Licensed Certegy Materials (excluding the Utility                 Software Programs) in confidence; will not reverse compile or                 disassemble the Licensed Certegy Materials (excluding the                 Utility Software Programs); will not remove or destroy any                 proprietary markings of the licensor on or contained in the                 Licensed Certegy Materials (excluding the Utility Software                 Programs); and will include the copyright and patent notices of                 the licensor as specified from time to time by the licensor for                 the Licensed Certegy Materials (excluding the Utility Software                 Programs) on and in all copies of the Licensed Certegy Materials                 (excluding the Utility Software Programs); and

          (vi)  will not sublicense, assign or otherwise transfer the Licensed                 Certegy Materials (excluding the Utility Software Programs) to                 any other Person.

     (c) In the event any member of the Equifax Group sublicenses any portion of the Licensed Certegy Materials (excluding the Utility Software Programs) to any third party pursuant to Section 4.4(a) and (b) above, Equifax agrees to ensure that such member shall diligently enforce the terms and conditions of all sublicenses granted pursuant to this Section 4.4.

                                       16

     (d) In the event that Equifax, or another member of the Equifax Group, shall enter into a Divested Business transaction with respect to the Equifax Group, and the scope of permitted use or other terms applicable to the Licensed Certegy Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.4 are required to be modified to effect such transaction, Certegy will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Certegy Group. Such modifications shall not be effective until the Divested Business or the acquiror thereof, as required by Certegy, has entered into a license agreement with the appropriate member of the Certegy Group incorporating the terms of Section 4.4 and Section 4.5 and such other terms as Certegy reasonably deems appropriate for the protection of its interests in the Licensed Certegy Materials.

     (e) Without limiting the foregoing, Certegy hereby grants, and will cause





the other members of the Certegy Group to grant, to Equifax a fully paid, non- exclusive, perpetual, worldwide, transferable license to use, modify, improve, create Derivative Works from, and sublicense, the Utility Software Programs (in both object and source code format) identified on Exhibit L as being owned by Certegy or a member of the Certegy Group for any and all fields of use and to any and all Persons.

     (f) The Licensed Certegy Materials may be marketed under such name and in such manner as Equifax chooses, consistent with the terms and conditions of this Agreement.

     (g) Except for the Equifax Group's rights described in Section 4.4(a), (b) and (e) above, the Certegy Group's rights in and to the Licensed Certegy Materials shall be and remain the exclusive property of Certegy or the respective Designated Certegy Member.

     Section 4.5. Ownership of Enhancements by Equifax.

     (a) Unless Exhibit K provides otherwise, Equifax, or the respective Designated Equifax Member, shall own all the modifications and improvements to, and the Equifax Enhancements and/or Derivative Works made from, the Licensed Certegy Materials developed by any member of the Equifax Group, or by any party other than a member of the Certegy Group at the expense of the Equifax Group. Certegy hereby assigns, and shall cause each member of the Certegy Group to assign, to Equifax, or the respective Designated Equifax Member, all right, title and interest it may hold in and to such modifications, improvements, Equifax Enhancements and Derivative Works. Equifax shall, or shall cause the respective Designated Equifax Member to, have the right to make and file all applications and other documents required to register the copyright(s) and file for patents for such modifications, improvements, Equifax Enhancements and Derivative Works in its discretion and at its sole cost and expense.

     (b) Should Equifax elect to file any application for the registration, perfection or protection of any modifications, improvements, Equifax Enhancements or Derivative Works described in Section 4.5(a), under any copyright, patent or other law of any country or jurisdiction, Certegy will, at the request and expense of Equifax, do all things and sign all documents or instruments reasonably necessary in the opinion of Equifax to assist in the

                                       17

registration of such claims, file such applications, and obtain, defend and enforce such copyright, patent, mask work and other rights.

     (c) Subject to the license rights granted in Section 4.4, as between the parties, the Licensed Certegy Materials shall be and shall remain the sole and exclusive property of the Certegy Group and the members of the Certegy Group may make any internal use and may commercially exploit any enhancements to the Licensed Materials made or caused to be made by members of the Equifax Group, as they shall deem appropriate without any obligation to any member of the Equifax Group or other restriction. The Certegy Group may in particular distribute and manufacture, or cause to be manufactured or distributed by any third party, any such enhancements and/or Licensed Certegy Materials.

     Section 4.6. Data.

     In no event shall any member of either Group be deemed to have been granted any rights under this Agreement in or to any data owned or maintained by any other member of the other Group, except as specifically provided in Sections 2.1 or 2.2. The respective rights of the members of each Group in and to such data shall be governed exclusively by Sections 2.1 or 2.2 and the Intercompany Data Purchase Agreement.

     Section 4.7. Mutual Obligations.

     (a) The parties agree and acknowledge that, in addition to the rights granted or to be granted to the parties herein, certain other rights to software source code, object code and documentation, and trademarks and service marks related thereto, are described on Exhibit M.

     (b) The parties acknowledge and agree that as of the Closing Date, the UK mainframe environment, consisting of mainframe computer hardware (Mainframe Hardware) and certain third party software (OEM Software), currently consists of three (3) logical partitions (LPARs), two (2) of which are shared between Equifax and Certegy. The parties acknowledge and agree that certain OEM Software (MIPS-Based Software) being used on the Mainframe Hardware contains limitations based upon the number of millions of instructions per second (MIPS) performed; other OEM Software (CPU-Based Software) being used on the Mainframe Hardware contains limitations based upon CPU group ratings. The parties also acknowledge and agree that they have previously determined the number of MIPS available, for each party, in excess of the current combined MIPS usage, in connection with the MIPS-Based Software (Projected MIPS), and in connection with the CPU-Based Software (Overhead MIPS), both as set forth on Exhibit N. With respect to the foregoing, the parties hereby agree as follows:

          (i) Certegy agrees that it shall, no later than March 31, 2002, establish, or cause to be established, one or more new and separate LPAR(s) and that Certegy shall no longer share any LPAR with Equifax. Certegy shall be responsible for paying any and all additional software license fees, service fees, fees related to hardware, or other similar fees incurred to establish the new LPAR(s) and to migrate from the existing to the new LPAR(s). Notwithstanding anything contained herein to the contrary, if the deadline for LPAR separation is not met by Certegy prior to March 31, 2002, any costs or fees, including all





fees, costs or expenses incurred as a result of

                                       18

increased capacity or speed requirements or otherwise, incurred by either party due to the non-separation shall be borne by Certegy.

          (ii) If either party, prior to or at the time of the complete separation of LPARs (described in subsection (i) above), exceeds its respective Projected MIPS for any year, and, thereafter, any of the MIPS-Based Software is required, under the terms of the respective software licenses, to be upgraded to allow usage of the additional MIPS, the party first exceeding its respective Projected MIPS (Triggering Party) shall bear the full cost and expense of upgrading the MIPS-Based Software licenses (whether or not such party ultimately caused the MIPS limitations to be exceeded). Notwithstanding the foregoing, at any time after an upgrade to a MIPS-Based Software license is purchased, if the non-Triggering Party exceeds its Projected MIPS during a respective year, such non-Triggering Party shall pay the Triggering Party an amount equal to the total cost to the Triggering Party of purchasing the upgrade multiplied by a fraction, the numerator of which is the number of MIPS used by the non-Triggering Party that exceeds its original Projected MIPS, and the denominator of which is the total number of MIPS permitted or allowable pursuant to the MIPS-Based Software upgrade, but excluding the total number of MIPS permitted prior to the upgrade.

          (iii) If either party, prior to or at the time of the complete separation of LPARs (described in subsection (i) above), exceeds its respective Overhead MIPS for any year, and, thereafter, the CPU-Based Software is required, under the terms of the respective software licenses, to be upgraded to allow usage of the additional MIPS, the party first exceeding its respective Overhead MIPS (CPU Triggering Party) shall bear the full cost and expense of upgrading the CPU-Based Software licenses (whether or not such party ultimately caused the MIPS limitations to be exceeded). Notwithstanding the foregoing, at any time after an upgrade to a CPU-Based Software license is purchased, if the other party (non-CPU Triggering Party) exceeds its Overhead MIPS during a respective year, such non-CPU Triggering Party shall pay the CPU Triggering Party an amount equal to the total cost to the CPU Triggering Party of purchasing the upgrade multiplied by a fraction, the numerator of which is the number of MIPS used by the non-CPU Triggering Party that exceeds its original Overhead MIPS, and the denominator of which is the total number of MIPS permitted or allowable pursuant to the CPU-Based Software upgrade, but excluding the total number of MIPS permitted prior to the upgrade.

          (iv) The rules related to OEM Software upgrade requirements described in subsections (ii) and (iii) above shall apply in the same manner, before or after the completion of the LPAR separation, with respect to Mainframe Hardware upgrade requirements.

          (v) Notwithstanding the foregoing, Certegy shall cease the use of any software or hardware that is shared between the parties no later than the date which is two (2) years following the Closing Date.

     (c) The parties acknowledge that the Licensed Materials are intellectual property within the meaning of Section 101 of the Federal Bankruptcy Act and shall be subject to Section 365(n) thereof, all as set forth in the Intellectual Property Bankruptcy Protection Act, Public Law 100-506, 102 Stat. 2538.

                                       19

     (d) In full and complete payment of the licenses granted in this Agreement, the parties have made the payment described in the Distribution Agreement as set forth in the Distribution Agreement.

     (e) Each party shall notify the other party of any involuntary attachment or other judicial process affecting the Licensed Materials.

                                    ARTICLE V

                                   THE CLOSING

     Section 5.1. Equifax Deliverables.

     On or before the Distribution Date, and effective as of the Closing Date, Equifax will, and/or will cause each member of the Equifax Group to, deliver to Certegy each of the following:

     (a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Transferred Equifax Assets and Transferred Equifax Third Party Agreements;

     (b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Equifax Liabilities; and

     (c)  Such other agreements, leases, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement.

     Section 5.2. Certegy Deliverables.

     On the Closing Date, Certegy will, and/or will cause each member of the





Certegy Group to, deliver to Equifax each of the following:

     (a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Transferred Certegy Assets and the Transferred Certegy Third Party Agreements;

     (b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Certegy Liabilities; and

     (c) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement.

                                       20

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

     Except as expressly set forth in this Agreement or any Related Agreement, neither any member of the Equifax Group, nor any member of the Certegy Group, has given or is giving any representation or warranty regarding the assets or Liabilities retained, transferred, assumed or licensed as contemplated hereby or thereby, including without limitation, (i) title to the assets, (ii) validity of the Liabilities, (iii) any lien, claim or other encumbrance affecting the assets or Liabilities, or (iv) the value of the assets and the amount of the Liabilities. Except as may be expressly set forth in this Agreement or any Related Agreement, all assets and Liabilities were, or are being, transferred, assigned, licensed, assumed, or are being retained, on an AS IS, WHERE IS basis and the respective transferees, licensees and assignees will bear the economic and legal risks that any such conveyance (x) shall prove to be insufficient to vest in the transferee a title that is free and clear of any lien, claim or other encumbrance, or (y) shall not constitute an infringement of a third party's rights.

                                   ARTICLE VII

                                 INDEMNIFICATION

     Section 7.1. Certegy Indemnification of the Equifax Group.

     If the Distribution occurs, on and after the Distribution Date, Certegy shall indemnify, defend and hold harmless each member of the Equifax Group, and each of their respective directors, officers, employees and agents (collectively the Equifax Indemnitees) from and against any and all damage, loss, liability and expense, (including without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses) in connection with any and all Actions or threatened Actions (collectively, Indemnifiable Losses) incurred or suffered by any of the Equifax Indemnitees and arising out of, or due to, the failure of Certegy, or any other member of the Certegy Group, to timely pay, perform or otherwise discharge, any of the Certegy Liabilities or its obligations under this Agreement.

                                       21

     Section 7.2. Equifax Indemnification of the Certegy Group.

     If the Distribution occurs, on and after the Distribution Date, Equifax shall indemnify, defend and hold harmless each member of the Certegy Group and each of their respective directors, officers, employees and agents (collectively the Certegy Indemnitees) from and against any and all Indemnifiable Losses incurred or suffered by any of the Certegy Indemnitees and arising out of, or due to, the failure of Equifax, or any other member of the Equifax Group, to timely pay, perform or otherwise discharge, any of the Equifax Liabilities or its obligations under this Agreement or any Related Agreement.

     Section 7.3. Insurance and Third Party Obligations.

     No insurer or any other third party shall be, by virtue of the foregoing indemnification provisions, (a) entitled to a benefit it would not be entitled to receive in the absence of such provisions, (b) relieved of the responsibility to pay any claims to which it is obligated, or (c) entitled to any subrogation rights with respect to any obligation hereunder.

                                  ARTICLE VIII

                           INDEMNIFICATION PROCEDURES

     Section 8.1. Notice and Payment of Claims.

     If any Equifax Indemnitee or Certegy Indemnitee (the Indemnified Party) determines that it is or may be entitled to indemnification by a party (the Indemnifying Party) under Article VII (other than in connection with any Action or claim subject to Section 8.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party





shall, within thirty (30) days after receipt of such notice, pay the Indemnified Party such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount thereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim and setting forth the grounds therefor within the same thirty (30) day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount. Any amount owed under this Section 8.1 that is past due shall bear interest at a simple rate of interest per annum equal to the lesser of 1% per month or the maximum amount permitted by law.

     Section 8.2. Notice and Defense of Third Party Claims.

     (a) Promptly following the earlier of (i) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party, or (ii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party,

                                       22

with respect to which indemnification may be sought pursuant to this Agreement (a Third Party Claim), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 8.2(a) shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall by giving written notice thereof to the Indemnified Party, (i) acknowledge, as between the parties hereto, liability for and, at its option, elect to assume the defense of such Third Party Claim at its sole cost and expense, or (ii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 8.2(a) setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability for such Third Party Claim.

     (b) Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party may not agree to any such settlement pursuant to which any such remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

     (c) If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VII, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within fifteen (15) days after the final resolution of such Third Party Claim (whether by settlement, compromise, or by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within fifteen (15) days after the Indemnifying Party's objection has been resolved by settlement, compromise, or the final nonappealable judgment of a court of competent jurisdiction.

     (d) Notwithstanding the foregoing, in no event shall either Equifax or Certegy, or any Member of their respective Group, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other legal or equitable

                                       23

grounds, for any punitive, consequential, indirect, exemplary, special or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if such party has been informed of or might otherwise anticipated or foreseen the possibility of such losses or damages; provided, however, that such limitations shall not apply to liabilities which may arise as the result of willful misconduct of a party. Notwithstanding the foregoing, any damages awarded or obtained (whether by settlement, compromise or judgment) as a result of Third Party Claims shall be considered direct damages for purposes of this Agreement.





                                   ARTICLE IX

                                 CONFIDENTIALITY

     Section 9.1. Exclusions.

     Notwithstanding anything to the contrary contained in this Agreement, Company Information does not include any information that before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the disclosing party; (c) has been approved for release to the general public by a written authorization of the disclosing party; (d) has been independently developed by the receiving party without use, directly or indirectly, of Company Information received from the disclosing party; or (e) has been furnished to a third party by the disclosing party without restrictions on the third party's rights to disclose the information.

     Section 9.2. Confidentiality.

     (a) Each party acknowledges, and shall cause each member of the Group to acknowledge, that it is in possession of significant confidential or proprietary information concerning the business, operations and assets of the members of the other Group.

     (b) Each party shall, and shall ensure that each member of its Group shall, (i) receive and hold the Company Information of the other Group in trust and in strictest confidence; (ii) protect such Company Information from disclosure and in no event take any action causing, or fail to take the action necessary in order to prevent, any such Company Information to lose its character as Company Information; (iii) exercise at a minimum the same care it would exercise to protect its own highly confidential information; and (iv) not use, reproduce, distribute, disclose, or otherwise disseminate the Company Information of the other Group, (A) except as authorized pursuant to this Agreement or any Related Agreement, or (B) except pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure; provided, however, with respect to disclosures pursuant to (B) above, the receiving party must first give written notice of such required disclosure to the disclosing party, take reasonable steps to allow the disclosing party to seek to protect the confidentiality of the Company Information required to be disclosed, make a reasonable effort to obtain a protective order requiring that the Company Information so disclosed be used only for the purposes for which disclosure is required, and shall disclose only that part of the Company Information

                                       24

which, in the written opinion of its legal counsel, it is required to disclose. In no event shall the receiving party exercise less than a reasonable standard of care to keep confidential the Company Information. Any and all reproductions of such Company Information must prominently contain a confidential legend.

     (c) The receiving party may make disclosures of the Company Information of the disclosing party only to Representatives of the receiving party's Group (i) who have a specific need to know such information; and (ii) who the receiving party has obligated under a written agreement to hold such Company Information in trust and in strictest confidence and otherwise to comply with the terms and provisions of this Agreement or terms and conditions substantially similar to and implementing the same restrictions and covenants as those set forth in this Agreement. Certegy and Equifax agree, and shall ensure that each member of their respective Group agrees, to diligently monitor each such Representative, diligently enforce such agreements with its Representatives, and, upon request by the other party, promptly to furnish to the other party a certified list of the receiving party's Representatives having had access to such Company Information.

     (d) The covenants of confidentiality set forth in this Agreement (i) will apply after the Closing Date to all Company Information disclosed to the receiving party before, on and after the Closing Date and (ii) will continue and must be maintained from the Closing Date through the termination of the relationship under this Agreement between Equifax and Certegy (A) with respect to Proprietary Information, the period during which the Proprietary Information constituting a part of the Company Information retains its status as a trade secret under applicable law; and (B) with respect to Confidential Information constituting a part of the Company Information, for the shorter of a period equal to three (3) years after the Closing Date, or until such Confidential Information no longer qualifies as confidential under applicable law.

     Section 9.3. Employee Confidentiality Agreements.

     The members of each Group have entered into confidentiality and non- disclosure agreements with their respective employees. To the extent that any employee during or after employment violates any such agreement and such violation is or may in the future be to the detriment of the other Group, at the written request of the affected party, the other party shall, or shall cause the appropriate members of its Group to, promptly bring and diligently pursue an action against such employee if and to the extent reasonable under the circumstances to preserve the value of the assets and Licensed Materials. The Group member employing the employee violating his/her confidentiality and non- disclosure agreement shall have the unilateral right to determine the forum for, the manner of proceeding in, and legal counsel for such action and shall be





entitled to any damages or other relief against such employee awarded in such action to the extent related to such Group's assets or business or to the Licensed Materials. Such enforcement against and recovery by a Group member from its breaching employee shall not constitute a release or sole remedy for the members of the other Group injured by such breaching employee's actions, and such members of the other Group may bring a claim against the Group members employing the breaching employee for a breach of this Agreement. Each party shall bear all out-of-pocket costs of pursuing such action and the other party shall cooperate in connection therewith.

                                       25

     Section 9.4. Rights and Remedies.

     (a) If either party, or any member of the Group, should breach or threaten to breach any of the provisions of this Agreement, the non-breaching party, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement. Each party specifically acknowledges, and shall cause each member of its respective Group to acknowledge, that money damages alone would be an inadequate remedy for the injuries and damage that would be suffered and incurred by the non-breaching party as a result of a breach of any of the provisions of this Agreement. In the event that either party, or a member of such party's Group, should seek an injunction hereunder, the other party hereby waives, and shall cause each member of its Group to waive, any requirement for the submission of proof of the economic value of any Company Information or the posting of a bond or any other security. In the event of a dispute between the parties, the non-prevailing party shall pay all costs and expenses associated with resolving the dispute, including, but not limited to, reasonable attorneys' fees.

     (b) The receiving party shall notify the disclosing party immediately upon discovery of any unauthorized use or disclosure of Company Information, or any other breach of this Agreement by the receiving party or any Representative of the receiving party's Group, and will cooperate with the disclosing party in every reasonable way to help the disclosing party regain possession of its Company Information and prevent its further unauthorized use or disclosure. The receiving party shall be responsible for the acts of any Representative of its Group that are in violation of this Agreement.

     Section 9.5. Competitive Activities.

     (a) Subject to the rights and obligations set forth in this Article IX, each party understands and acknowledges that the other party's Group may now market or have under development products that are competitive with products or services now offered or that may be offered by it and/or members of its Group, and the parties' communications hereunder will not serve to impair the right of either party, or any member of its respective Group, to independently develop, make, use, procure, or market products or services now or in the future that may be competitive with those offered by the other party's Group, nor require either party, and/or the members of its Group, to disclose any planning or other information to the other party.

     (b) Neither party will be restricted in using, in the development, manufacturing and marketing of its products and services and its operations, any data processing or network management or operation ideas, concepts, know-how and techniques which are retained in the minds of employees who have had access to the other party's Company Information subject to the restrictions set forth in this Agreement.

     Section 9.6. No Implied Rights.

     Except as provided herein or in any Related Agreement, all Company Information is and shall remain the property of the disclosing party and/or the respective member of its Group. By disclosing Company Information to the receiving

                                       26

party's Group, the disclosing party and/or the members of its Group do(es) not grant any express or implied rights or license to the receiving party's Group to or under any patents, patent applications, inventions, copyrights, trademarks, trade secret information, or other intellectual property rights heretofore or hereafter possessed by the disclosing party and/or the members of its Group.

                                    ARTICLE X

                              CONTINUED ASSISTANCE

     Section 10.1. Continued Assistance and Transition.

     (a) Following the Closing Date, Equifax shall, and shall cause each member of the Equifax Group to, cooperate in an orderly transfer of the Transferred Equifax Assets and the Transferred Equifax Third Party Agreements to Certegy or the respective Designated Certegy Member. From time to time, at Certegy's request and without further consideration, Equifax shall, and shall cause each member of the Equifax Group, as applicable, to execute, acknowledge and deliver such documents, instruments or assurances and take such other action as Certegy may reasonably request to more effectively assign, convey and transfer any of the Transferred Equifax Assets and the Transferred Equifax Third Party





Agreements. Equifax will assist Certegy in the vesting, collection or reduction to possession of such Transferred Equifax Assets and Transferred Equifax Third Party Agreements.

     (b) Following the Closing Date, Certegy shall, and shall cause each member of the Certegy Group to, cooperate in an orderly transfer of the Transferred Certegy Assets and Transferred Certegy Third Party Agreements to Equifax or the respective Designated Equifax Member. From time to time, at Equifax's request and without further consideration, Certegy shall, and shall cause each member of the Certegy Group, as applicable, to execute, acknowledge and deliver such documents, instruments or assurances and take such other action as Equifax may reasonably request to more effectively assign, convey and transfer any of the Transferred Certegy Assets and Transferred Certegy Third Party Agreements. Certegy will assist Equifax in the vesting, collection or reduction to possession of such Transferred Certegy Assets and Transferred Certegy Third Party Agreements.

     Section 10.2. Records and Documents.

     (a) As soon as practicable following the Closing Date, Equifax and Certegy shall each arrange for the delivery to the other of existing corporate and other documents (e.g. documents of title, source code, contracts, etc.) in its possession relating to the Transferred Assets, Transferred Third Party Agreements and assumed Liabilities.

     (b) From and after the Closing Date, Equifax and Certegy shall each, and shall cause each member of its Group to, afford the other and its accountants, counsel and other designated Representatives reasonable access (including using reasonable efforts to give access to person or firms possessing such information) and duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information in its possession relating to the assets, Liabilities, Licensed Materials, business and affairs of the other (other than data and information subject to any attorney/client or other privilege), insofar as such

                                       27

access is reasonably required by the other, including without limitation, for audit, accounting and litigation purposes.

     (c) Notwithstanding the foregoing, either party may destroy or otherwise dispose of any information at any time in accordance with the corporate record retention policy maintained by such party with respect to its own records.

     Section 10.3. Litigation Cooperation.

     Upon written request, Equifax and Certegy shall, and shall cause each member of its Group to, use reasonable efforts to cooperate in the evaluation and defense of third party Actions arising out of the business of the other party or of any member of the other party's Group prior to the Distribution Date in which the requesting party or any member of its Group may from time to time be involved, at the cost and expense of the requesting party. Such cooperation shall include, without limitation, making its Representatives available as witnesses or consultants to the extent that such persons may reasonably be required in connection with such third party Actions.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.1. Expenses.

     Except as specifically provided in this Agreement or any Related Agreement, all costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement and with the consummation of the transactions contemplated by this Agreement (including transfer taxes and the fees and expenses of all counsel, accountants and financial and other advisors) shall be paid by Equifax.

     Section 11.2. Notices.

     All notices and communications under this Agreement shall be deemed to have been given (a) when received, if such notice or communication is delivered by facsimile, hand delivery or overnight courier, or (b) three (3) business days after mailing if such notice or communication is sent by United States registered or certified mail, return receipt requested, first class postage prepaid. All notices and communications, to be effective, must be properly addressed to the party to whom the same is directed at its address as follows:

     If to Equifax, to:      Equifax Inc.      1550 Peachtree Street      Atlanta, Georgia 30309      Attn: Phillip J. Mazzilli, Chief Financial Officer      Fax: (404) 885-8682

     with a copy to:

                                       28





     Equifax Inc.      1550 Peachtree Street      Atlanta, Georgia 30309      Attn: Kent E. Mast, General Counsel      Fax: (404) 885-8988

     If to Certegy, to:

     Certegy Inc.      11720 Amberpark Drive, Suite 600      Alpharetta, Georgia 30004      Attn: Bruce S. Richards            Corporate Vice President, General Counsel and Secretary      Fax: (678) 867-8100

     with a required copy to:

     Certegy Inc.      P.O. Box 349      Alpharetta, Georgia 30009      Attn: Michael T. Vollkommer            Corporate Vice President and Chief Financial Officer      Fax: (678) 867-8100

     Either party may, by written notice so delivered to the other party in accordance with this Section 11.2, change the address to which delivery of any notice shall thereafter be made.

     Section 11.3. Amendment and Waiver.

     This Agreement may not be altered or amended, nor may any rights hereunder be waived, except by an instrument in writing executed by the party or parties to be charged with such amendment or waiver. No waiver of any terms, provision or condition of or failure to exercise or delay in exercising any rights or remedies under this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further continuing waiver of any such term, provision, condition, right or remedy or as a waiver of any other term, provision or condition of this Agreement.

     Section 11.4. Entire Agreement.

     This Agreement, together with the Related Agreements, constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. To the extent that the provisions of this Agreement are inconsistent with the provisions of any other Related Agreement, the provisions of this Agreement shall prevail with respect to the subject matter hereof.

                                       29

     Section 11.5. Parties in Interest.

     Neither of the parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than members of the Equifax Group and the Certegy Group and the Equifax Indemnitees and Certegy Indemnitees under Articles VII and VIII hereof.

     Section 11.6. Further Assurances and Consents.

     In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto will use its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including without limitation, using its reasonable efforts to obtain any consents and approvals and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the party or its Group or the business thereof.

     Section 11.7. Severability.

     The provisions of this Agreement are severable and should any provision hereof be void, voidable or unenforceable under any applicable law, such provision shall not affect or invalidate any other provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though such void, voidable or unenforceable provision were not a part hereof.

     Section 11.8. Governing Law.

     This Agreement shall be construed in accordance with, and governed by, the





laws of the State of Georgia, without regard to the conflicts of law rules of such state.

     Section 11.9. Counterparts.

     This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same agreement.

                                       30

     Section 11.10. Disputes.

     Any Disputes arising under this Agreement, whether based on contract, tort, statute or otherwise, including but not limited to, disputes in connection with claims by third parties, shall be resolved in accordance with Section 15.10 of the Distribution Agreement; provided that the parties shall retain the rights and remedies specified in Section 9.4 hereof.

     Section 11.11. Force Majeure.

     Neither party will be liable for any loss or damage due to causes beyond its control, including, but not limited to, fire, accident, labor difficulty, war, power or transmission failures, riot, Acts of God or changes in laws and regulations, provided that the affected party must (a) promptly notify the other party in writing and furnish all relevant information concerning the event of force majeure; (b) use reasonable efforts to avoid or remove the cause of its nonperformance; and (c) proceed to perform its obligations with dispatch when such cause is removed.

     Section 11.12. Documentation.

     Prior to the Distribution Date and from time to time thereafter, the parties will prepare, maintain and update schedules of the Transferred Equifax Assets, the Transferred Certegy Assets, the Licensed Equifax Materials, the Licensed Certegy Materials, and the Third Party Agreements, the Third Party Use Rights and the Third Party Rights transferred and/or provided by each Group to the other Group, in such detail as shall be appropriate for the management and administration of these items as described in this Agreement.

     Section 11.13. Headings.

     The Article and Section headings set forth in this Agreement are included for administrative, organizational and convenience purposes, and are not intended to affect the meaning of the provisions set forth in this Agreement or to be used in the interpretation of this Agreement.

                                       31

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

                                        EQUIFAX INC.

                                        By: /s/ Kent E. Mast                                             ------------------------------------                                         Title: Corporate Vice President, General                                                Counsel and Secretary                                         Date: June 30, 2001

                                        CERTEGY INC.

                                        By: /s/ Bruce S. Richards                                             ------------------------------------                                         Title: Corporate Vice President, General                                                Counsel and Secretary                                         Date: June 30, 2001

                                       32

                                    EXHIBIT A

                                 CERTEGY GROUP

                                                     State or                                                    Country of Name of Subsidiary                                Incorporation ------------------                             --------------------                                              AGES Participacoes S.A.                               Brazil Aircrown Ltd.                                        England Card Brazil Holdings, Inc.                           Georgia Card Brazil Holdings Ltda.                            Brazil Card Brazil LLC                                      Georgia Central Credit Services Ltd.                         Scotland





Equifax Asia Pacific Holdings, Inc.                  Georgia Equifax Australia Plc                                England Equifax Card Services, Inc.                          Florida Equifax Card Solutions Australia Pty Ltd.           Australia Equifax Card Solutions Ltd.                          England Equifax Card Solutions S.A.                           France Equifax (Cayman Islands) Ltd.                     Cayman Islands Equifax Check Services, Inc.                         Delaware Equifax E-Banking Solutions, Inc.                    Georgia Equifax Ltd.                                       New Zealand Equifax Payment Recovery Services, Inc.              Georgia Equifax Payment Services, Inc.                       Delaware Equifax Pty Ltd.                                    Australia Equifax SNC                                           France Financial Insurance Marketing Group, Inc.      District of Columbia First Bankcard Systems, Inc.                         Georgia Payment Brasil Holdings Ltda.                         Brazil Payment Chile, SA.                                    Chile Payment Europe LLC                                   Georgia Payment South America Holdings, Inc.                 Georgia Payment South America LLC                            Georgia Payment U.K. Ltd.                                    England Procard S.A.                                          Chile Retail Credit Management Ltd.                        England Telecredit Canada Inc.                                Canada Transax France Plc                                   England

                                       33

                                             Transax Ireland Ltd.                                 Ireland Transax Plc                                          England Unnisa -- Solucoes em Meios de Pagamento Ltda         Brazil VIV Plc                                              England

     Equifax Card Services, Inc. will own a 51% interest in Circle of Value, Ltd.

     Payment Brazil Holdings Ltda. will own a 51% interest in Partech Ltda. (Brazil).

     The names above are the names of the relevant entities as of June 20, 2001 and may have been changed subsequently.

                                       34

                                    EXHIBIT B

                           TRANSFERRED EQUIFAX ASSETS

                                                           DESCRIPTION OF            ASSET                OWNER       ASSIGNEE      RETAINED RIGHTS -------------------------   ------------   ------------   ---------------                                                   Trademark: Pathways,      Equifax Inc.   Certegy Inc.   None. U.S. Reg. #: 1,920,133

Trademark: Cardsource,    Equifax Inc.   Certegy Inc.   None. U.S. Reg. #: 2,142,162

Trademark: Interguard,    Equifax Inc.   Certegy Inc.   None. U.S. Reg. #: 2,019,884

Trademark: Paycheck        Equifax Inc.   Certegy Inc.   None. Accept, U.S. Application Pending, Serial #: 76/135,366

Trademark: Cardview,      Equifax Inc.   Certegy Inc.   None. U.S. Application Pending, Serial #: 76/175,937

     Without limiting Equifax's requirements under the Agreement, Equifax (or the respective member of the Equifax Group) shall execute such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as Certegy may reasonably request for the purpose of evidencing, enforcing, registering or defending its worldwide ownership of such intellectual property.

                                       35





                                    EXHIBIT C

                   EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS

     Equifax will transfer, or cause to be transferred the following agreements to Certegy, effective as of the Closing Date:

                                                                                              Maximum Fees/Costs            Name of Agreement                    Parties to Agreement/Other Matters                to be Paid ---------------------------------------   -------------------------------------------------   ------------------                                                                                          Compuware:                                Equifax Inc. and Compuware, Inc.                    $0

License Agreement between Equifax, Inc.   Equifax will transfer or have transferred to and Compuware, Inc.                       Certegy such rights under the agreement to permit                                           Certegy to use, for the duration of the license,                                           one copy of the following software products:

                                              Abend Aid/XLS w/Primary Language Cobol                                               File Aid/MVS                                               Expeditor/CICS w/Assembler                                               Expeditor/TSO

                                              Strobe MVS for Sysplex with Cobol

                                              CICS Feature

                                              Advanced Session Mgmt Feature

                                          QACenter Enterprise Edition -- Includes                                           1 ConcurrentUser

                                          Reconcile - 1 Concurrent User

                                          QADirector - 1 Concurrent User

                                          TrackRecord - 1 Concurrent User

                                          Track Record - 3 Concurrent Users

                                          APMPower for Windows - 20 Concurrent Users

                                          In lieu of transferring such license, Equifax                                           may purchase new licenses on Certegy's behalf.

Oracle:                                   Equifax Inc. and Oracle, Inc.                         $0

Software License and Services Agreement   Equifax will transfer, or have transferred, dated March 5, 1992, and attendant        certain rights in and to the products identified Ordering Documents                        on Appendix A to this Exhibit C:

                                                                                              TOTAL: $0

     In addition to the foregoing, Equifax shall purchase on Certegy's behalf, prior to the Closing Date, licenses to use certain software products, as identified below. The list below sets forth the vendor, the name of the software products to be obtained on Certegy's behalf by

                                       36

Equifax and the maximum license fee or other costs that Equifax shall be required to pay for each license (or group of licenses).

       VENDOR                    SOFTWARE PRODUCT                    MAXIMUM FEES/COSTS TO BE PAID -------------------   --------------------------------------   -----------------------------------------                                                           UK SOFTWARE Allen Systems Group   Beta 44                                  $91,491.84 BETA Systems          Beta 92 Version 3 CAF                    $151,196 (collectively for all UK-related BETA Systems          Beta 92 Version 3 VAF                    BETA Systems licenses) BETA Systems          Beta 92 Version 3 BETA Systems          Beta 93 Version 3 BETA Systems          Beta 93 Version 3 CAF BETA Systems          Beta 93 Version 3 VAF CNM                   CNM-XFER                                 $33,605 (collectively for all UK-related CNM                   EEMS                                     CNM licenses) Compute Bridgend      Selcopy (Corporate)                      $120,120 Computer Associates   APAS/Insight                             $2,573,393 (collectively for all                                                                UK-related Computer Associates licenses) Computer Associates   Endevor/MVS Computer Associates   Endevor/MVS ACM Computer Associates   Endevor/MVS Extended Processor Computer Associates   Endevor/MVS External Computer Associates   Endevor/MVS Natural Security Interface Computer Associates   Endevor/MVS Parallel Development                       Manager Computer Associates   Endevor/MVS Quick Edit





Computer Associates   Intertest CICS W/XA-ESA Computer Associates   Intertest/Batch Computer Associates   JCL Check Computer Associates   Netspy (excluding Modeling) Computer Associates   One Computer Associates   Prevail/Spool (Pkg) Computer Associates   Spaceman Computer Associates   TPX (extended) Compuware             APM Power *2                             $530,000 (collectively for all                                                                UK-related Compuware licenses) Compuware             Assembler Option for Xpediter CICS Compuware             CICS Abend-Aid FX Compuware             File-AID/Data Solutions Compuware             File-AID/MVS Compuware             QA Hiperstation Compuware             Strobe ADABAS/NATURAL Feature Compuware             Strobe Advanced Session Mgt Feature Compuware             Strobe CICS Feature

                                       37

                                                          Compuware             Strobe COBOL Feature Compuware             Strobe MVS for Sysplex 1 Compuware             Xpediter CICS Cobol Compuware             XPEDITOR/Exchange Macro 4               DUMPMASTER (combined) (All Features      $89,196                       - includes Base and Cobol Feature)

SAS                   BASE                                     $138,910 (collectively for all UK-related SAS                   MXG (Merrill Consultants)                SAS licenses) SyncSort              SyncSort MVS                             $52,983 PWC - ALPHARETTA Chicago-Soft Inc.     MVS/Quick-Ref                            $26,000 Cincom                Mantis                                   $318,460 (collectively for all Cincom                Scenario                                 PWC - Alpharetta-related Cincom                                                                licenses) Computer Associates   ALLOCATE                                 $2,500,000 (collectively for all PWC Computer Associates   DELIVER                                  - Alpharetta-related Computer                                                                Associates licenses) Computer Associates   DELIVER CICS OPTION Computer Associates   DELIVER ROSCOE INTERFACE Computer Associates   DELIVER VTAM INTERFACE Computer Associates   DISK Computer Associates   EASYTRIEVE PLUS Computer Associates   ELEVEN Computer Associates   ELEVEN/DISASTER RECOVERY PLNG Computer Associates   ELEVEN/NOTEPAD Computer Associates   ELEVEN/REPORTS PLUS Computer Associates   ENDEVOR/MVS Computer Associates   ENDEVOR/MVS AUTOMATED CONFIG MG Computer Associates   ENDEVOR/MVS EXTENDED PROCESSOR Computer Associates   ENDEVOR/MVS EXTERNAL SCRTY INT Computer Associates   ENDEVOR/MVS LIBRARIAN INTERFACE Computer Associates   ENDEVOR/MVS PARALLEL DEV MGR Computer Associates   ENDEVOR/MVS ROSCOE INTERFACE Computer Associates   LIBRARIAN (BASE+LIB/AM+TSO) Computer Associates   MULTI-IMAGE ALLOCATION Computer Associates   NEUMICS ACCOUNTING AND CHARGEBACK Computer Associates   NEUMICS ANLYZR FOR MEASUREWARE Computer Associates   NEUMICS BASE Computer Associates   NEUMICS CICS ANALYZER Computer Associates   NEUMICS DASD SPACE ANALYZER W/DSC

                                       38

                                                          Computer Associates   NEUMICS SYSTEM RELIABILITY                       ANALYZER Computer Associates   ONE Computer Associates   ONE WORKSTATION - 5 Copies Computer Associates   ONE/COPYCAT Computer Associates   OPTIMIZER II Computer Associates   PANAUDIT PLUS Computer Associates   PANAUDIT PLUS EZTP-IMS Computer Associates   ROSCOE Computer Associates   SEVEN Computer Associates   SEVEN WORKSTATION - 5 Copies Computer Associates   SEVEN/NOTEPAD Computer Associates   SEVEN/REPORT BALANCING Computer Associates   SEVEN/REPORTS PLUS Computer Associates   SEVEN/SMART CONSOLE Computer Associates   SYSVIEW/e Computer Associates   TOP SECRET Computer Associates   TRANSCENTURY CALENDAR ROUTINES Computer Associates   VIEW Computer Associates   VIEW ERO OPTION





Computer Associates   VIEW ROSCOE INTERFACE Computer Associates   VIEW VTAM INTERFACE Compuware             Abend-AID/XLS with Primary               $430,125 (collectively for all PWC                       Language-Cobol                           - Alpharetta-related Compuware                                                                licenses) Compuware             Assembler Option for Xpediter/CICS Compuware             Assembler Option for Xpediter/TSO Compuware             CICS ABEND-AID/FX Compuware             CICS Feature Compuware             File-Aid/MVS Compuware             Strobe MVS for Sysplex with Cobol Compuware             Xpediter/CICS with Cobol Compuware             Xpediter/TSO with Cobol Diversified           Job/Scan                                 $50,000 Innovation            FATS/FATAR                               $12,750 (collectively for all PWC Innovation            FDR/Compaktor                            - Alpharetta-related Innovation                                                                licenses) IVIS                  Accounts Payable                         $217,314 (collectively for all                                                                PWC - Alpharetta-related IVIS                                                                licenses) IVIS                  General System IVIS                  Purchasing Landmark              Monitor for CICS/ESA                     $91,133 MacKinney             KWIK-KEY                                 $2,295 Merrill               MXG                                      $ 1,500 SAS                   BASE SAS                                 $361,685 (collectively for all                                                                PWC - Alpharetta-related SAS                                                                licenses) SAS                   SAS/AF

                                       39

                                                          SAS                   SAS/STAT Sterling Commerce     Connect: Direct for OS/390 (TCP/IP &     $76,462                       SNA Products) Syncsort Inc.         Proc SyncSort                            $69,385 (collectively for all PWC - Syncsort Inc.         SyncSort MVS                             Alpharetta-related Syncsort licenses) Tone                  OMC-Print                                $66,930 PWC-MIDRANGE Citrix-GEAC           Citrix Mf Xpa 1.0-10u Conn Pk W/sub      $35,475 (collectively for all PWC -                       Adv Nt4/w2k                              Midrange-related Citrix - GEAC licenses) Citrix - GEAC         Citrix Mf Xpa 1.0-20u Conn Pk W/sub                       Adv Nt4/w2k Citrix-GEAC           Citrix Mf Xpa 1.0-50u Conn Pk W/sub                       Adv Ntr/w2k Citrix - GEAC         Citrix Mf Xpa 1.0-starter System 20u                       W/sub Adv Nt4/w2K Citrix - GEAC         Microsoft Open Business Windows 2000                       Bus - 5.0 Cal. Citrix-GEAC           Microsoft Open Business Windows 2000                       Terminal Services Bus-5.0 Cal Citrix - GEAC         Microsoft Open Business Windows Server                       2000 Bus - 5.0 Citrix-GEAC           Microsoft Windows 2000 Server Media                       Kit Edify Corporation     Edify 6.2 Departmental (24 Agents)       $63,683 (collectively for all PWC - Midrange Edify Corporation     Edify Development License                -related Edify Corporation licenses)                       (Workforces Application Server:                       Development Level) Edify Corporation     Telephony Services: Departmental Edify Corporation     Facsimile Services: Departmental Edify Corporation     Facsimile Services Software:                       Single Concurrent User Edify Corporation     Multi-Database Access: Department Edify Corporation     Electronic Workforce for Windows                       NT Development Kit v6.2 Edify Corporation     Workforce Application Builder                       (Agent Trainer) Edify Corporation     American Spanish Language Edify Corporation     Canadian French Language Embarcadero           (10) Embarcadero Rapid SQL               $8,970 Technologies, Inc. Hyperion              (1) Base Solution - Hyperion             $124,000 (collectively for all                       Enterprise License (includes 2           PWC - Midrange-related Hyperion                       Co-Located Named Administrator           licenses)                       Users) Hyperion              (10) Hyperion Enterprise Named Basic                       User (transfer of Equifax licenses) Kronos                (1) Connect, primary payroll interface   $151,090 (collectively for all                                                                PWC - Midrange-related Kronos                                                                licenses) Kronos                (1) Connect, secondary payroll                       interface

                                       40





                                                          Kronos                (1) Workforce Accruals Kronos                (1) Workforce Managers, up to 50 Kronos                (1) Workforce Web Kronos                (1) Workforce Central v4. (2,500                       employees) Kronos                (2) WFC Administration and Support Kronos                (2) WFC Basic Configuration Kronos                (2) WFC Daily Operations Kronos                (2) WFC Database Maintenance Kronos                (210 Hrs) Implementation and                       Installation and Training Kronos                (4) WFC Implementation Workshop Kronos                (6) Kronos Virtual Classroom Module                       Sessions Merant                (2) PVCS Licenses                        $10,000 Resumix               Resumix Human Asset Management(TM)       $330,000 (Collectively for all PWC                       System (Includes Recruiter's Desktop,    Midrange-related Resumix Licenses)                       Operator's Desktop and Database A                       Server License (1) Resumix               Concurrent Users (10) Resumix               Non-Concurrent Users (5) Resumix               Interact Toolkit Resumix               Test License Resumix               Xerox OCR Software for Resume                       Processing (1) Resumix               Crystal Reports Module (1) Resumix               Fulcrum Full-Text Search Engine (1) Resumix               ResFax In/Out (1) Resumix               Employment Folder (1) Resumix               AutoMatch Capability (1) Resumix               System Administration Module (1) Resumix               Resumix Internet Recruiter Including                       55 Requistions Resumix               LumiNet for two (2) Users Resumix               Requisition Lookup (1) Shanon                Enterprise Client Site License           $55,000 Sybase                (1 server) Adaptive Server Enterprise    $157,021 (collectively for all PWC - Sybase                (85) Adaptive Server Enterprise          Midrange-related Sybase licenses) Sybase                (1) Adaptive Server Ent UNIX/WP 32                       User (1) Sybase                (1) Adaptive Server Ent UNIX/WP 32                       User Sybase                (1) LM French Connectivity Sybase                (1) LM Japanese Connectivity

                                       41

                                                          Sybase                (1) LM German Connectivity Sybase                (1) LM Spanish Server Sybase                (1) LM Chinese Server

                                                               TOTAL: $8,940,172.84

     Under no circumstances shall Equifax be required to pay, with respect to the transfer of, acquisition of, or procuring or securing of Third Party Agreements or Third Party Use Rights, costs, fees or expenses exceed the sum of the totals identified on this Exhibit C and Exhibit D, except that:

     (a) Equifax shall be responsible for paying any sales, transfer or VAT taxes directly associated with transferring and/or acquiring such licenses, and the parties agree that such taxes are not included in the maximum fees/costs identified above; and

     (b) Equifax agrees to pay (i) any fees and costs, not to exceed $16,500, in connection with obtaining any consents necessary with respect to the Pitney Bowes DocSense software products, LPC Finalist and Streamweaver, and (ii) any fees and costs, not to exceed $120,000, in connection with obtaining any consents necessary with respect to SAS Institute's software products, SAS Base, SAS Connect, SAS Echo, SAS Stat and SAS Warehouse. Such amounts to be paid shall be additional to the amounts required to be paid otherwise under this Exhibit C or Exhibit D.

     The scope of the licenses to be purchased by Equifax pursuant to the list above shall be limited as follows:

     (a) Certegy's rights to use the applicable software shall be substantially similar to the rights held by Equifax with respect to the Certegy Business on the Closing Date; provided that in no event shall such rights be greater, in terms of duration, territory, usage or otherwise (including rights related to the number of users, the number of concurrent users or the number of MIPS) than Equifax possessed and used in the Certegy Business on the Closing Date.

     (b) Equifax shall not be required to pay any maintenance fees with respect to the software licenses unless such maintenance fee obligations are bundled as part of the license fee for the first year of the license.





                                       42

                             APPENDIX A TO EXHIBIT C

               ORACLE PRODUCT ASSIGNED/TRANSFERRED TO CERTEGY INC.

              PRODUCT                        LICENSE TYPE         LICENSE LEVEL   NUMBER OF USERS -----------------------------------   -------------------------   -------------   ---------------                                                                           Oracle Database Enterprise Edition    Named User, Multi-Server    Deployment             228 Oracle Database Enterprise Edition    Concurrent-Network          Full Use                32 Oracle Database Enterprise Edition    Named User, Multi-Server    Full Use                36 Oracle Database Enterprise Edition    Universal Power Units       Full Use            64,504 Designer/2000                         Developer                   Full Use                 4 Developer/2000                        Concurrent                  Full Use                 2 Developer Server                      Concurrent                  Full Use                15 Diagnostic Management Pack            Universal Power Units       Full Use             1,600 Discoverer - Administrative Edition   Concurrent                  Full Use                 1 Discoverer - User Edition             Concurrent                  Full Use                43 Oracle Database Enterprise Edition    Concurrent-Network          Deployment             250 Partitioning                          Universal Power Units       Full Use            11,571 Oracle Database Personal Edition      Named User, Single-Server   Full Use                 1 Tuning Management Pack                Universal Power Units       Full Use             1,600 Web Application Server EE             Processors                  Full Use                 2

                                       43



     Support Services Agreement           related to this Agreement.

8.   PWC: Finance and Accounting          Equifax will negotiate and enter into new    Not applicable.    $         0      Business Process and Support         agreements that will permit Certegy to have      Services Agreement                   certain use rights under this or related to                                           this Agreement.

9.   EMC:                                 Equifax will obtain expanded rights,         Not applicable.    $   200,000                                           pursuant to a separate agreement between      Product Transfer License             Equifax and EMC, to use the EMC Catalog      and Maintenance Agreement            Solution to process data for and on behalf                                           of Certegy

     Commencement Dates:

     -#ME960283 -- 11/22/98

     -#ME960265 -- 6/19/98

10.  GEAC:                                Equifax will obtain rights under this        Not applicable.    $         0                                           Agreement for third party processors to      Agreement dated _July 8, 1996        perform services for and on behalf of      between GEAC Enterprise Solutions,   Certegy for both Mainframe and Midrange      Inc. (formerly known as Geac         Software.      Computer Systems, Inc and Equifax      Inc. (related to Accounts      Payable/General Ledger System).

11.  Storage Technology Corp              Equifax will obtain on Certegy's behalf      Not Applicable     $         0                                           rights as an authroized user under the                                           Master Agreement to use the following                                           software product:

                                                        SILO/ExL M MTHLY

11.  Sterling Commerce:                   Equifax will obtain expanded rights,         Not applicable.    $         0                                           pursuant to a separate agreement between      License Agreement between Equifax    Equifax and Sterling Commerce, pursuant to      Information Technology, Inc. and     which Certegy shall have the right to use      Sterling Commerce Inc.               the following software products until such                                           time as the Stering Commerce products                                           acquired under Exhibit C arc installed and                                           operational:

                                                Connect: Direct MVS                                                 Connect: Direct SDF

12.  Candle Corporation                   Equifax will obtain on Certegy's behalf      Not applicable.    $         0                                           rights as an authorized user under the                                           Master Agreement to use the following                                           software products:

                                                Omegamon II MVS                                                 Omegamon II DB2

13.  BMC Software, Inc.                   Equifax will obtain on Certegy's behalf      Not applicable.    $         0                                           rights as an authorized user under the                                           Master Agreement to use the following





                                          software product:

                                                Resolve Pro SMS

14.  Magic Solutions                      Equifax will acquire a license to the        Not applicable.    $    45,643                                           following software products from Magic                                           Solutions, which license will permit                                           Certegy to use the software products in the                                           Certegy Business:

                                          - (12) SM/McAfee HD to Magic HP Upgrd Perp

                                          - Magic HD - Ent. Ed. Connect Sppt.

                                          - McAfee To Magic Upgrade

                                          - Professional Services and Training                                                                                                   TOTAL:  $245,643.00

                                       45

                                    EXHIBIT E

                           TRANSFERRED CERTEGY ASSETS

                                                                        DESCRIPTION OF              ASSET                          OWNER           ASSIGNEE    RETAINED RIGHTS -----------------------------------   ----------------   ------------   ----------------                                                                 U.S. PATENT #5,119,295 ENTITLED       Equifax Payment    Equifax Inc.   None. CENTRALIZED LOTTERY SYSTEM FOR       Services, Inc. REMOTE MONITORING OR OPERATIONS AND   fka Telecredit STATUS DATA FROM LOTTERY TERMINALS    Inc. INCLUDING DETECTION OF MALFUNCTION AND COUNTERFEIT UNITS, ISSUED JUNE 2,1992

U.S. PATENT #5,223,698 ENTITLED       Equifax Payment    Equifax Inc.   None. CARD-ACTIVATED POINT-OF-SALE         Services, Inc. LOTTERY TERMINAL, ISSUED JUNE 29,    fka Telecredit 1993                                  Inc.

U.S. PATENT #5,239,573 ENTITLED       Equifax Payment    Equifax Inc.   None. TELEPHONE TERMINAL INCORPORATING     Services, Inc. SPEECH SYNTHESIZER FOR ENHANCED       fka Telecredit COMMUNICATION, ISSUED AUGUST 24,     Inc. 1953

          Without limiting Certegy's requirements under the Agreement, Certegy      (or the respective member of the Certegy Group) shall execute such      acknowledgements, grants and assignments of rights in and to the      intellectual property described above, as Equifax may reasonably request      for the purpose of evidencing, enforcing, registering or defending its      worldwide ownership of such intellectual property.

                                       46

                                    EXHIBIT F

                   CERTEGY THIRD PARTY AGREEMENTS - TRANSFERS

None.

                                       47

                                    EXHIBIT G

                 CERTEGY THIRD PARTY AGREEMENTS - RIGHTS GRANTED

None.

                                       48

                                    EXHIBIT H

                          SPECIFIED EQUIFAX LIABILITIES

None.

                                       49





                                    EXHIBIT I

                          SPECIFIED CERTEGY LIABILITIES

None.

                                       50

                                    EXHIBIT J

                           LICENSED EQUIFAX MATERIALS

None.

                                       51

                                    EXHIBIT K

                           LICENSED CERTEGY MATERIALS

  DESCRIPTION OF INTELLECTUAL            PROPERTY                 OWNER OF IP             SCOPE OF LICENSE          NAME OF LICENSEE ------------------------------   -----------------   ------------------------------   ----------------                                                                               U.S. Patent Application Serial   Equifax Check       Royalty free, non-exclusive,     Equifax Inc. No. 09/845662, filed April 30,   Services, Inc.      worldwide, perpetual license 2001 and entitled System and                        to make, practice, have made, Method for Secure Network                            use and import systems and Transactions and related PCT                        processes covered by any Patent Application, filed                            patent that issues from the April 30, 2001 and entitled                          applications and to sell to System and Method for Secure                        Equifax customers and Network Transactions.                               potential customers services                                                      based on such systems and                                                      processes; such license may                                                      not be transferred or                                                      sublicensed (other than to                                                      Equifax Affiliates), except                                                      pursuant to a state law merger                                                      or the sale of substantially                                                      all of the licensee's assets                                                      and the licensee has no right                                                      to authorize any third party                                                      to make, have made or sell the                                                      technology, whether or not for                                                      purposes of allowing such                                                      third parties to build and/or                                                      run their own payment systems.

                                         52

                                    EXHIBIT L

                            UTILITY SOFTWARE PROGRAMS

None, subject to the following:

For purposes of this Exhibit L, Unidentified Utility Software Program means any utility software program (i) that is owned by any member of the Certegy Group or the Equifax Group, (ii) used in the business of the party that is not the owner thereof during the twelve (12) calendar months prior to the Closing Date, (iii) for which a continuing business requirement exists on the Closing Date, and (iv) that is identified, in good faith, by both parties as being a Utility Software Program within twelve (12) months following the Closing Date.

The parties agree that the use of an Unidentified Utility Software Program by the party who is not the owner thereof in the normal course of its business shall be permissible. This Exhibit L shall be amended, from time to time, to add any Unidentified Utility Software Programs. At any time an Unidentified Utility Software Program is added to this Exhibit, it shall be deemed to be a Utility Software Program for purposes of this Agreement.

                                       53

                                    EXHIBIT M

                                 OTHER IP ASSETS





         Asset                          Ownership/Additional Rights -----------------------   ------------------------------------------------------                         APPLY (SOFTWARE           OWNERSHIP: APPLICATION) SOURCE CODE, OBJECT CODE AND          A. As of the Closing Date, all right, title and DOCUMENTATION             interest in and to (i) the APPLY source code (other                           than the source code owned by Equifax pursuant to                           subsection B below) and object code, including the                           customer level code written in the TCL or APPLY Basic                           programming language, (ii) documentation related to                           the foregoing, and (iii) all patents, patent rights                           and copyrights related thereto, shall be and at all                           times will remain the sole and exclusive property of                           Certegy. Certegy shall have the right to make, use,                           sell, copy, distribute, import, develop Derivative                           Works or enhancements of, and publicly perform and                           display, for any purpose, any of the foregoing assets                           without any obligation (including any obligation to                           account or pay royalties) or liability to Equifax.

                               B. As of the Closing Date, all right, title and                           interest in and to (i) all APPLY customer level source                           code written in the TCL programming language                           associated with the Telco operation in St. Petersburg,                           (ii) source code written in the APPLY Basic                           programming language associated with Equifax's                           Canadian processing site in Montreal, (iii) all credit                           processing platform source code acquired by Equifax                           Credit Information Services, Inc. from Christopher T.                           Nelson and Zoot Enterprises, Inc., known as the Zoot                           Code, that was used in the development of the APPLY                           software product, (iv) documentation related to the                           foregoing, and (v) all patents, patent rights and                           copyrights related thereto, shall be and at all times                           will remain the sole and exclusive property of                           Equifax. Equifax shall have the right to make, use,                           sell, copy, distribute, import, develop Derivative                           Works or enhancements of, and publicly perform and                           display, for any purpose, any of the foregoing assets                           without any obligation (including any obligation to                           account or pay royalties) or liability to Certegy.

                          LICENSE: As of the Closing Date, Equifax and Certegy                           shall each have the perpetual, fully paid, worldwide                           right and license to make, use, sell, copy,                           distribute, import, develop Derivative Works or                           enhancements of, and publicly perform and display, for                           any purpose, the entire APPLY software product (to the                           extent the licensee does not already own the same), in                           both source and object code format, and the                           documentation thereof without any obligation                           (including any obligation to account or pay royalties)                           or liability to the other owner. In connection with                           Certegy's license to Equifax pursuant to the foregoing                           sentence, Equifax agrees to pay Certegy a one-time                           license fee of One Million One Hundred Thousand                           Dollars ($1,100,000.00), which fee will be treated as                           an intercompany payable from Equifax to Certegy and                           shall be paid in accordance with Section 8.02 of the                           Distribution Agreement. In connection with Equifax's                           license to Certegy pursuant to the foregoing, Certegy                           agrees to pay Equifax a one-time license fee of One                           Hundred Thousand Dollars ($100,000.00), which fee will                           be treated as an intercompany payable from Certegy to                           Equifax and shall be paid in accordance with Section                           8.02 of the Distribution Agreement

                          DERIVATIVE PRODUCTS: Any modifications, enhancements                           or Derivative Works lawfully made by either party to                           any of the foregoing assets shall be owned by the                           entity that modified or enhanced such asset or created                           such Derivative Work from such asset.

                          FEES/ALLOCATIONS: As set forth above.

                          ADDITIONAL PROVISIONS: Each owner of any of the                           foregoing assets shall (i) have the right to enforce,                           in any country, all rights embodied in such assets,                           and the other party agrees (at its expense) to                           cooperate in such enforcement action as reasonably                           requested by the owner thereof, and (ii) have the                           right to file appropriate patent, trademark, copyright                           or other applications, in any country, with respect to                           such assets.

                                       54

                                                  The parties acknowledge and agree that, as between the                           parties, all right, title and interest in and to the





                          trademark or service mark APPLY, as it relates to                           the APPLY software product, shall be and remain the                           sole and exclusive property of Certegy; provided,                           however, that Certegy shall grant to Equifax a                           perpetual, fully paid, world-wide, exclusive license                           to use the APPLY trademark or service mark solely                           for use in combination with the mark Equifax and                           solely in connection with the use of the APPLY                           software PRODUCT.

PAYNET SECURE (SOFTWARE   OWNERSHIP: APPLICATION), SOURCE CODE, OBJECT CODE AND     As of the Closing Date, all right, title and interest DOCUMENTATION             in and to the source code, object code and                           documentation with respect to (i) Paynet Secure Level                           1 and (ii) the payment processing components of Paynet                           Secure Level 3, including, without limitation, all                           patents, patent rights and copyrights related thereto,                           shall be and at all times will remain the sole and                           exclusive property of Certegy. Certegy shall have the                           right to make, use, sell, copy, distribute, import,                           develop Derivative Works or enhancements of, and                           publicly perform and display, for any purpose, any of                           the foregoing assets without any obligation (including                           any obligation to account or pay royalties) or                           liability to Equifax.

                          As of the Closing Date, all right, title and interest                           in and to the source code, object code and                           documentation with respect to (i) Paynet Secure Level                           4 and (ii) the authentication components of Paynet                           Secure Level 3, including, without limitation, all                           patents, patent rights and copyrights related thereto,                           shall be and at all times will remain the sole and                           exclusive property of Equifax. Equifax shall have the                           right to make, use, sell, copy, distribute, import,                           develop Derivative Works or enhancements of, and                           publicly perform and display, for any purpose, any of                           the foregoing assets without any obligation (including                           any obligation to account or pay royalties) or                           liability to Certegy.

                          Notwithstanding the foregoing, all right, title and                           interest in and to eID Verifier, reports related                           thereto, and all intellectual property rights related                           thereto, shall be and remain the sole and exclusive                           property of Equifax, provided that Equifax shall have                           certain obligations to Certegy with respect to such                           eID Verifier Reports as specifically set forth                           pursuant to the Intercompany Data Purchase Agreement.                           Equifax shall have the sole right to make, use, sell,                           copy, distribute, import, develop Derivative Works or                           enhancements of, and publicly perform and display, for                           any purpose, any of the foregoing assets without any                           obligation (including any obligation to account or pay                           royalties) or liability to Certegy.

                          The parties agree and acknowledge that Paynet Secure                           Level 2 does not exist.

                          LICENSE: Certegy hereby grants to Equifax a fully                           paid, non-exclusive, perpetual, worldwide license to                           use, modify, copy, improve and create Derivative Works                           and enhancements from, in source code and object code                           format, processes or procedures developed by Equifax                           in support to the Paynet Secure software product that                           have applicability independent of or from the Paynet                           Secure software product.

                          DERIVATIVE PRODUCTS: Any modifications, enhancements                           or Derivative Works lawfully made by either party to                           any of the foregoing assets shall be owned by the                           entity that modified or enhanced such asset or created                           such Derivative Work from such asset.

                          FEES/ALLOCATIONS: None.

                          ADDITIONAL TERMS: Equifax agrees that it shall have no                           ownership or proprietary rights in and to the                           trademark Paynet Secure or similar mark. Each owner                           of any of the foregoing assets shall (i) have the                           right to enforce, in any country, all rights embodied                           in such assets, and the other party agrees (at its                           expense) to cooperate in such enforcement action as                           reasonably requested by the owner thereof, and (ii)                           have the right to file appropriate patent, trademark,                           copyright or other applications, in any country, with                           respect to such assets. Please refer to the Transition                           Support Agreement for information concerning equipment                           that supports Paynet Secure.

                                       55





                        RETAIL REACH (SOFTWARE    OWNERSHIP: As of the Closing Date, all right, title APPLICATION), SOURCE      and interest in and to the Retail Reach source code, CODE, OBJECT CODE AND     object code and documentation, including, without DOCUMENTATION             limitation, all patents, patent rights and copyrights                           related thereto, shall be and at all times will remain                           jointly owned by Equifax and Certegy. Each respective                           owner shall have the right to make, use, sell, copy,                           distribute, import, develop Derivative Works or                           enhancements of, and publicly perform and display, for                           any purpose, any of the foregoing assets without any                           obligation (including any obligation to account or pay                           royalties) or liability to Equifax. Notwithstanding                           the foregoing, ownership of check transaction data and                           DL/MICR cross-referencing data shall be governed in                           accordance with the terms of the Intercompany Data                           Purchase Agreement and the Bridge Database (as defined                           in the Transition Support Agreement) shall be owned                           solely and exclusively by Equifax, subject to the                           terms and conditions of the Transition Support                           Agreement.

                          LICENSE: None.

                          DERIVATIVE PRODUCTS: Any modifications, enhancements                           or Derivative Works lawfully made by either party to                           any of the foregoing assets shall be owned by the                           entity that modified or enhanced such asset or created                           such Derivative Work from such asset.

                          FEES/ALLOCATIONS: None.

                          ADDITIONAL TERMS: Each owner of any of the foregoing                           assets shall (i) have the right to enforce, in any                           country, all rights embodied in such assets, and the                           other party agrees (at its expense) to cooperate in                           such enforcement action as reasonably requested by the                           owner thereof, and (ii) have the right to file                           appropriate patent, trademark, copyright or other                           applications, in any country, with respect to such                           assets. Any patent rights to any invention that (i)                           has been incorporated into an asset and (ii) was                           created or developed (in any form or manner) prior to                           the Distribution Date, shall be jointly owned by the                           respective parties. Certegy agrees that it shall have                           no ownership, proprietary rights or rights of use in                           and to the trademark Retail Reach or a similar mark.                           Please refer to the Intercompany Data Purchase                           Agreement and the Transition Support Agreement for                           additional details regarding Retail Reach.

     All references to Certegy and Equifax under this Exhibit M may, where the context provides and where applicable, be construed to refer to such entity's respective Group member.

     Each party agrees to execute, or cause to be executed, such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as the other party may reasonably request for the purpose of evidencing, enforcing, registering or defending the ownership of such intellectual property as contemplated above.

                                       56

                                    EXHIBIT N

                                 PROJECTED MIPS

                     2001          Former                  ------------   ------------                            PROJECTED MIPS   EQUIFAX: 433   EQUIFAX: 438                  CERTEGY: 178   CERTEGY: 266 OVERHEAD MIPS    EQUIFAX: 114   EQUIFAX:  68                  CERTEGY: 114   CERTEGY:  68

                                       57 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output: Notwithstanding the foregoing, in no event shall either Equifax or Certegy, or any Member of their respective Group, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other legal or equitable

Example Input: Exhibit 99(h)(3) WHOLESALE MARKETING AGREEMENT THIS AGREEMENT is entered into effective as of the 24t h day of August 2018, by and among ALPS Distributors, Inc., a Colorado corporation (the Distributor) and S2K Financial LLC, a Delaware limited liability company (S2K). WITNESSETH: WHEREAS, the Distributor has entered into a Distribution Agreement with each fund set forth in Exhibit A hereto, each a Delaware statutory trust and each of which is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a closed-end management investment company (each a Fund and collectively referred to as the Funds); WHEREAS, the Distributor is the distributor of each Fund and enters into broker-dealer selling agreements (Selling Agreements) with respect to each such Fund; WHEREAS, the Funds' shares may be sold by broker-dealers registered with the Securities and Exchange Commission (the SEC) and the Financial Industry Regulatory Authority (FINRA); and WHEREAS, the Distributor wishes to retain S2K, through registered representatives of S2K (Authorized S2K Representatives), to introduce the Funds to registered representatives of broker-dealers and registered investment advisers located at the financial institutions (each, an Intermediary and collectively, Intermediaries) that may have customers interested in investing in a Fund. NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements hereinafter contained, the sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows: 1. Services Provided by S2K. S2K agrees, subject to the provisions of this Agreement, through its Authorized S2K Representatives, to use its reasonable best efforts to market the Funds to the Intermediaries, and to identify, refer and/or introduce Intermediaries to the Funds. In connection therewith, S2K may (i) engage in seminars, conferences and media interviews for financial intermediaries; (ii) distribute sales literature and other communications (including electronic media) regarding the Funds, subject to review and approval of such material by the Distributor; and (iii) perform other services reasonably contemplated in writing by S2K and the Distributor. S2K shall not act as an underwriter in connection with S2K's wholesale activities relating to shares of the Funds where S2K receives all or substantially all of the sales load, as set forth in each Fund's then-current prospectus (Prospectus). S2K will market the Funds to Intermediaries that: (a) are registered as broker-dealers with the SEC, FINRA, and any other applicable jurisdiction in which they operate and are required to be so registered by law;

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(b) will enter into a Selling Agreement agreed to by Distributor and such broker-dealers, or in such other form of Intermediary agreement (which shall include, without limitation, broker/dealer Selling Agreements, platform agreements and wirehouse agreements) as required by an Intermediary with the Distributor to sell shares of the Funds to investors (copies of which shall be made available to S2K); and (c) will sell shares of the Funds through representatives in accordance with the then-current applicable Prospectus and in accordance with the provisions of the Selling Agreement. 2. Services Provided by the Distributor. (a) The Distributor will coordinate the completion and execution of Selling Agreements with broker-dealers and/or Intermediaries. (b) Advertising and Sales Literature Review (i) The Distributor shall provide review of broker-dealer related advertising and sales literature pieces (marketing pieces) submitted to Distributor by S2K. Documentation (which shall include electronic correspondence) not defined as marketing pieces, which shall include, but is not limited to, correspondence and materials provided directly in response to due diligence requests, shall be principally reviewed and approved by S2K. (ii) Distributor's services are based on the understanding that S2K will utilize current systems and expertise owned by Distributor, specifically the AdLit Advertising Review System (AdLit), and that Distributor will base its reviews on: (i) the guidelines contained within Distributor's Sales and Advertising Guide and Distributor's Written Supervisory Procedures; (ii) rules and guidance issued by FINRA and the SEC related to communications with the public and/or communications to institutional investors, as those terms are defined in FINRA Rules 2210 and 2211 and in various other FINRA and SEC rules and interpretive material; and (iii) Distributor's submission guidelines with respect to the use of trademarked and/or copyright materials, to the extent applicable. All material submitted to Distributor will be provided by Distributor to S2K with comments or approval no later than three business days after receipt in AdLit. (iii) Each marketing piece submitted to Distributor for review will be subject to the following process: a) Each piece will undergo review at Distributor by a FINRA-licensed registered principal possessing the required expertise and appropriate license to review the marketing piece submitted to Distributor; b) Distributor's comments shall consist of (i) recommendations for changes that, in the opinion of the Distributor reviewer, will be consistent with the guidelines specified by Distributor in Section 2(b)(ii) above, or (ii) in the form of an acknowledgement that the submitted material is consistent with such guidelines with no additional changes. In the event of the latter, the item will be approved by the registered principal and filed with the applicable regulatory body if necessary;

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Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





c) Distributor will provide system training and ongoing consulting with respect to advertising review guidelines and rules for each marketing piece submitted via the process described herein; and d) Distributor will make all required FINRA filings of marketing materials which have been approved by Distributor. (iv) If S2K wishes Distributor to perform an expedited review of marketing pieces within one business day of Distributor' receipt of such marketing pieces, the expedited review will be performed subject to and in accordance with the following: a) A charge of $250 will apply to each request for expedited review, in addition to FINRA filing fees. b) The marketing piece must be 30 pages or less in actual length in order to be considered for expedited review. Web pages and other marketing pieces over 30 pages require a more in-depth review; therefore, Distributor cannot guarantee a one business day review for these items. c) The marketing piece must be submitted via Distributor's AdLit system by no later than 3:00 P.M. Mountain Time (2:00 P.M. PT/5:00 P.M. ET) on a business day in order to ensure that the Distributor has a full one business day to review and provide S2K with comments within such one business day timeframe. d) S2K must check the box on the AdLit coversheet whereby S2K requests and accepts the terms and fee(s) associated with expedited review in order to ensure that Distributor is notified of the expedited request. e) Distributor cannot guarantee that a marketing piece will be APPROVED within one business day of being received via AdLit. Distributor will review and submit comments to S2K within this timeframe. If Distributor fails to provide S2K with comments within one business day, the $250 expedited review charge will not apply. 3. Performance Requirements. S2K shall devote sufficient staff and expenditures to the performance of its services as shall be consistent with industry standards for the marketing of shares of the Fund. S2K shall perform these services in a professional and competent manner and shall provide such office space and equipment, telephone facilities and personnel as it determines may be reasonably necessary or beneficial in order to provide such services at no cost to the Distributor. 4. Duration and Termination. The term of this Agreement shall commence on the Effective Date and shall end on the 60th day following a written notice from one party to the other of its decision to terminate this Agreement at the end of such 60-day period or upon termination of the applicable Distribution Agreement with respect to a Fund. Termination of this Agreement as to a Fund shall not terminate this Agreement with respect to any other Fund so long as such other Fund's (or Funds', as the case may be) Distribution Agreement is effective. If this Agreement is terminated by one party, it shall terminate the entire Agreement.

- 3 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





5. Compensation; Expenses (a) As described in the Fund's Prospectus, the Fund may impose a sales charge load in connection with the purchase of shares of the Fund, a portion of which will be paid to S2K pursuant to the terms and conditions of the Prospectus. (b) In consideration of the marketing, sales and other related activities provided by S2K, the Distributor may compensate S2K for such services on each Fund's behalf and at the direction of each such Fund. The amount of compensation payable by the Distributor to S2K hereunder shall be determined on a class by class basis. At the direction of each Fund, ALPS or its designated agent will facilitate the payment of the applicable dealer reallowance fee to S2K in the amounts set forth in Exhibit B hereto. S2K shall perform such distribution-related activities for which such payments are appropriate under all applicable rules and regulations and shall make such occasional certification as required by the Distributor to such effect. (c) No compensation with respect to a Fund shall be due and owing hereunder until the Distributor actually receives payments from such Fund, to the extent applicable. (d) Notwithstanding anything to the contrary herein, in no event shall S2K be entitled to receive fees or compensation that would cause a Fund's sales charges to exceed the maximum amount allowed under FINRA rules or applicable law. (e) S2K shall reimburse Distributor for all reasonable out-of-pocket expenses, including but not limited to: FINRA advertising/filing fees (including additional fees for expedited reviews as set forth in Section 2(b) herein). 6. Representations. (a) S2K hereby represents and warrants to the Distributor that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware; (ii) It and all requisite personnel have or shall obtain and each shall use their best efforts to maintain all approvals and licenses necessary for the performance of the Services including proper registration and licensing with the SEC and or FINRA, as applicable; (iii) It is and will use its best efforts to remain duly licensed or registered with the SEC, applicable state securities regulators and FINRA, as applicable; (iv) It is empowered under applicable laws and by its limited liability company agreement to enter into and perform this Agreement;

- 4 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(v) No consent, approval, authorization or other order of governmental authority is required in connection with the execution or delivery by S2K of this Agreement; (vi) There are no actions, suits or proceedings pending, or to the knowledge of S2K, threatened against S2K at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of S2K; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by S2K will not conflict with or constitute a default under any charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of S2K; (viii) It will make no representations concerning a Fund other than those contained in the applicable Prospectus or in any promotional materials or sales literature furnished to S2K by the Distributor or prepared by S2K and approved for use by the Distributor, except as otherwise noted in this Agreement; (ix) While it is authorized by the Distributor to solicit purchases of Fund shares, it is understood that it will not open or maintain customer accounts or handle orders for a Fund; (x) All requisite corporate actions have been taken to authorize it to enter into and perform this Agreement; (xi) It and Authorized S2K Representatives are and will use best efforts to remain properly registered with and licensed by the SEC and are and will use best efforts to remain members in good standing of FINRA or any relevant subsidiary thereof, as applicable; (xii) The Authorized S2K Representatives will be registered representatives of S2K and subject to S2K's supervisory oversight in accordance with all applicable laws, rules and regulations in connection with the services provided hereunder; and (xiii) S2K understands and agrees that this Agreement does not relieve S2K of any obligation to which S2K may be subject under any applicable federal or state law. (b) The Distributor represents and warrants to S2K that: (i) It is a corporation duly organized and existing and in good standing under the laws of the State of Colorado;

- 5 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(ii) It is a member of FINRA and it and its employees and representatives have all required licenses and registrations required by the SEC, FINRA or any other governing body to act under this Agreement; (iii) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; (iv) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (v) No consent, approval, authorization or other order of governmental authority is required in connection with the execution or delivery by the Distributor of this Agreement; (vi) There are no actions, suits or proceedings pending or to the knowledge of the Distributor, threatened against the Distributor at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which would be reasonably expected to have a material adverse effect on the business or property of the Distributor; (vii) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Distributor will not conflict with or constitute a default under any charter, bylaw, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over a Fund, except for such conflicts or defaults that would not reasonably be expected to have a material adverse effect on the business or property of the Distributor; (viii) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards; (ix) Each Fund has filed a registration statement (a Registration Statement) with the SEC relating to its shares under the Securities Act of 1933, as amended (the 1933 Act), on Form N-2 which includes a Prospectus. The Registration Statement (including the Prospectus) conforms in all material respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder; and (x) To the extent required by applicable law, the Funds are registered and their shares are qualified for sale in the jurisdictions listed on Exhibit C unless S2K is notified in writing to the contrary. S2K may rely solely on such representation to the extent that S2K will only market a Fund in those jurisdictions where such Fund is registered. The Distributor otherwise assumes no responsibility or obligation as to S2K's right to market a Fund in any jurisdiction.

- 6 -

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





7. Indemnification. (a) S2K shall indemnify and hold harmless the Distributor and each of its affiliates, officers, directors, employees, agents and control persons (as defined in Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the 1934 Act)), from and against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with (i) S2K's violation of any of the provisions of this Agreement or (ii) S2K's violation of any applicable law, rule or regulation with respect to its conduct under the Agreement; provided, however, that in no case is the foregoing indemnity to be deemed to protect the Distributor or any of its affiliates, officers, directors, employees, agents or control persons (as defined in Section 15 of the 1933 Act or Section 20 of the 1934 Act) against any liability to which the Distributor or any such person would otherwise be subject by reason of its willful misfeasance, bad faith or gross negligence or by reason of the Distributor's reckless disregard of its obligations and duties under this Agreement. (b) The Distributor shall indemnify and hold harmless S2K and each of its affiliates, directors, officers, employees, agents and control persons (as defined in Section 15 of the 1933 Act or Section 20 of the 1934 Act), from and against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with (i) the Distributor's violation of any of the provisions of this Agreement, (ii) the Distributor's violation of any applicable law, rule or regulation with respect to its conduct under the Agreement, or (iii) any untrue statement of a material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in any advertising or promotional material published or provided by the Distributor to S2K; provided, however, that in no case is the foregoing indemnity to be deemed to protect S2K and its affiliates, directors, officers, employees, agents and control persons (as defined in Section 15 of the 1933 Act or Section 20 of the 1934 Act), against any liability to which S2K or any such person would otherwise be subject by reason of its willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard of S2K's obligations and duties under this Agreement. (c) Any and all claims, losses, cost or expenses shall be limited to actual and direct costs. In no event shall any party be responsible to the other for indirect, special or consequential damages. 8. Confidentiality. (a) Each party to this Agreement shall safeguard and hold confidential from disclosure to unauthorized parties all Confidential Information (as defined below) of the other party or parties. For purposes of this Section 8, the term Confidential Information shall mean any and all information which is in any way connected with, derived from or related to the business of a party, including without limitation, any business and financial records, any retail or institutional customer information, computer programs, technical data, investment information, lists, compilations, compositions, programs, plans, devices, descriptions, drawings, methods, techniques, processes, designs, theories concepts or ideas, and any information relating to the pricing or marketing policies, suppliers or customers of a party.

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Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(b) Confidential Information shall not include information to the extent such information is (i) already known to the receiving party free of any restriction at the time obtained, including information in the public domain; (ii) subsequently learned from an independent third party free of restriction; (iii) known through no wrongful act of any party; or (iv) independently developed by one party without reference to information which is confidential. (c) For purposes of this Section 8, only the officers, directors and employees and agents of the parties, including their respective accountants, auditors and attorneys, shall be authorized parties, provided those individuals have a need to know the Confidential Information that is consistent with their respective positions and legal obligations and responsibilities. In the event that one party (the Disclosing Party) is requested or required by a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Disclosing Party to disclose any Confidential Information of another party (the Non-Disclosing Party), the Disclosing Party shall provide the Non-Disclosing Party with prompt notice of any such request or requirement so that the Non-Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Disclosing Party, the Disclosing Party is nonetheless, in the opinion of counsel, required to disclose Confidential Information, the Disclosing Party may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Disclosing Party is required to be disclosed, provided that the Disclosing Party attempt to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Non-Disclosing Party, at the Non-Disclosing Party's expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (d) Each party further acknowledges and agrees that, in the event of a breach by it of the provisions of this Section 8, the other party or parties will suffer irreparable harm and damages and, accordingly, shall be entitled to seek injunctive or other equitable relief in a court of competent jurisdiction. (e) The provisions of this Section 8 shall survive any termination of this Agreement. 9. Fund Materials. S2K shall be entitled to produce materials (Fund Materials) for use in marketing a Fund as described herein, so long as the Fund Materials are produced, reviewed, principally approved, used and filed, where necessary, in accordance with FINRA and SEC regulations and those of any jurisdiction in which a Fund is solicited through use of the Fund Materials. All expenses and costs attributable to the foregoing provision shall be borne by S2K in accordance with Section 2 and Section 5 herein. S2K shall remain liable for any representations made by it or contained in materials produced and approved by S2K for use in marketing the Funds. 10. Relationship of the Parties. In carrying out the provisions of this Agreement, S2K is, for all purposes, an independent contractor and none of S2K's offices, directors, employees or representatives is an employee of the Distributor. As an independent contractor, S2K has no authority, express or implied, to speak for, act for or bind the Distributor in any manner whatsoever.

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Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





11. Regulatory Issues. (a) It is understood and agreed that in performing S2K's duties under this Agreement, S2K hereby undertakes to, and will use commercially reasonable efforts to cause each of its representatives, officers, directors or employees who perform services under this Agreement to act in a manner consistent with written instructions received from the Distributor. (b) Each party hereto agrees that any Nonpublic Personal Information, as the term is defined in Regulation S-P (17 CFR 248.1 - 248.30) (Reg S-P), may be disclosed by a party hereunder only for the specific purpose of permitting the other party or parties to perform services set forth in this Agreement. Each party agrees that with respect to such information, it will comply with Reg S-P and any other applicable Federal or state regulations and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any party except to the extent required to carry out the services set forth in this Agreement or as required by applicable law. 12. Use of Names; Marketing Materials. Each party to this Agreement shall obtain the other party's prior written consent before using any marketing or sales literature related to the consenting party, and shall not use the other party's names in any marketing or advertising materials without prior written consent from the consenting party. 13. Miscellaneous Provisions. (a) Notices. All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given): To Distributor: ALPS Distributors, Inc. 1290 Broadway, Suite 1100 Denver, Colorado 80203 Attn: Jeremy O. May, President Fax: (303) 623-7850 To S2K: 777 Third Avenue 28t h Floor New York, New York 10017 Attn: Steven Kantor

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Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





(b) Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning the transaction contemplated herein and supersedes all prior agreements or understandings between the parties hereto relating to the subject matter hereof. No oral representation, agreement or understanding made by any party hereto shall be valid or binding upon such party or any other party hereto. (c) Amendments. Except as otherwise provided herein, no provision of this Agreement may be amended other than by a writing signed by the Distributor and S2K. (d) Severability; Assignment. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. No party to this Agreement has the right to assign any of its rights or obligations hereunder, except as already set forth under this Agreement. (e) Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the size, extent or intent of this Agreement or any provision hereof. (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. (g) Application of Law; Consent to Jurisdiction. This Agreement and the application and interpretation hereof shall be governed exclusively by the laws of the State of Colorado. The parties to this Agreement agree that any appropriate state or any Federal Court located in Denver, Colorado shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case of controversy. The parties hereto consent to the jurisdiction of such courts. (Signature page follows)

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Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Distributor ALPS DISTRIBUTORS, INC. By: Name: Steven B. Price Its: Senior Vice President and Director of Distribution Services S2K FINANCIAL LLC By: Name: Steven Kantor Its: Chief Executive Officer [Signature Page to Wholesale Marketing Agreement]

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





Exhibit A NorthStar Real Estate Capital Income Fund NorthStar Real Estate Capital Income Fund-T NorthStar Real Estate Capital Income Fund-ADV NorthStar Real Estate Capital Income Fund-C

Exhibit A

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





Exhibit B Fee Schedule At the direction of each Fund set forth in Exhibit A to this Agreement, ALPS or its designated agent will facilitate the payment of the applicable dealer reallowance fee to S2K (as a percentage of the offering price) in the amounts set forth in each such Fund's then-current Prospectus. Note: The following applies to all Funds set forth in Exhibit A to this Agreement with the exception of the NorthStar/Townsend Institutional Real Estate Fund Inc.: In no event will a Fund's aggregate selling commissions, dealer manager fees and distribution and servicing fees, if applicable, exceed 8.0% of the aggregate gross proceeds raised in the Fund's offering. Therefore, the Distributor's facilitation of the dealer reallowance payments set forth in each Fund's then-current Prospectus shall cease with respect to the applicable Fund as of the date such 8.0% threshold has been reached with respect to such Fund.

Exhibit B

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018





Exhibit C Jurisdictions [List of jurisdictions where the Funds are registered for sale]

Exhibit C

Source: CC REAL ESTATE INCOME FUND-ADV, POS 8C, 12/5/2018 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output:
In no event shall any party be responsible to the other for indirect, special or consequential damages.