instruction:
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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
question:
Exhibit 10.8

Services Agreement

Oaktree Capital Management, L.P.

and

Oaktree Capital Management (International) Limited

September 2018

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THIS SERVICES AGREEMENT (this Agreement) is made on 25 September 2018

BETWEEN:

(1) Oaktree Capital Management, L.P. a Delaware limited partnership of 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (Oaktree US); and

(2) Oaktree Capital Management (International) Limited, a private limited company (registered number 11311066) registered in England and Wales of Verde, 10 Bressenden Place, London, SW1E 5DH (the Sub-Advisor).

RECITALS

(A) Oaktree US is general partner and/or investment manager of the funds and separate accounts referred to in Schedule 2 (the Funds).

(B) The Funds were established under the applicable limited partnership or other governing agreements (the Fund Agreements).

(C) The Sub-Advisor has been constituted for the purposes of carrying on the business of a fund manager and advisor in the United Kingdom. The Sub- Advisor is authorised and regulated by the United Kingdom's Financial Conduct Authority (the FCA) under Part IV of the Financial Services and Markets Act 2000 (FSMA) (with registration number 814006).

(D) The Sub-Advisor currently provides certain unregulated services to Oaktree US under a services agreement dated 11 June 2018, which shall be terminated on the date of this Agreement (the Terminated Agreement).

(E) Oaktree US may in the future appoint the Sub-Advisor as a sub-advisor or sub-manager in connection with such collective investment schemes, mutual funds, separate accounts or companies as may be agreed from time to time (together, the New Fund(s)), upon the terms and conditions set forth in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. APPOINTMENT AND SCOPE OF AUTHORITY

1.1 The parties hereby agree that the Terminated Agreement shall terminate and cease to have effect for all purposes, and shall simultaneously be replaced by this Agreement, with effect from 25 September 2018 (the Effective Date). For the avoidance of doubt, the appointment of the Sub-Advisor to provide services to Oaktree US shall be continuous before, on and after the Effective Date, but shall have effect from and after the Effective Date solely subject to the terms and conditions of this Agreement.

1.2 Oaktree US hereby confirms the appointment of the Sub-Advisor as sub-investment manager and sub-advisor to the Funds and to provide the services set out in Clause 2, and the Sub-Advisor accepts such appointments, on the terms and conditions set forth in this Agreement.

1.3 Oaktree US furthermore hereby appoints the Sub-Advisor to provide certain marketing and promotion services in relation to the Funds as set out in Clause 2, on the terms and conditions set forth in this Agreement and the Sub-Advisor accepts such appointment.

1.4 The Sub-Advisor acknowledges that it is a relying adviser under the U.S. Investment Advisers Act of 1940 (as amended) (the Advisers Act) and the rules and regulations promulgated thereunder. If and to the extent the assets of any Discretionary Fund or Restricted Fund managed by Oaktree US are treated as plan assets as determined pursuant to 29 C.F.R. 2501.3-101 (or any successor thereto), the Sub-Advisor acknowledges that it will be a fiduciary for purposes of the U.S. Employee Retirement Income Security Act of 1974 (ERISA) with respect to each employee benefit plan subject to section 406 of ERISA or section 4975 of the Internal Revenue Code of 1986 whose assets are deemed to be held by the applicable Fund to the extent required under ERISA to continue to manage or sub-advise the applicable Funds.

1.5 The appointment of the Sub-Advisor pursuant to this Agreement shall be subject always to:

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(a) the terms and conditions in the relevant Fund Agreements governing the Funds, and the Sub-Advisor hereby agrees to observe the terms and conditions in such Fund Agreements;

(b) any restrictions, limitations or conditions on, or any amendments made to, the Sub-Advisor's authority which may be imposed by Oaktree US as general partner and/or investment manager of the Funds from time to time; and

(c) Oaktree US's power and authority to act at all times in respect of any of the Funds as general partner and/or investment manager of the Funds (as applicable)

1.6 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), Oaktree US may limit the scope of the Sub-Advisor's appointment in respect of any of the Funds by means of:

(a) limiting the appointment to sub-advisory services in respect of a section of the relevant Fund's portfolio of investments;

(b) limiting the appointment to sub-advisory services in respect of a particular investment or investments;

(c) limiting the Sub-Advisor's responsibility in respect of the monitoring and/or realisation of an investment or investments; or

(d) retaining discretion to decide upon the acquisition, disposal, conversion or underwriting of investments.

1.7 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), Oaktree US reserves the right as general partner and/or investment manager, in the interests of the Funds, to undertake the management of the Funds' investments and assets to the exclusion of the Sub-Advisor during any period in which the Sub-Advisor is unable to perform its duties under this Agreement due to the permanent or temporary absence of the investment professional(s) employed for the time being by the Sub-Advisor (whether due to holiday, sickness or otherwise).

1.8 The provisions in Clauses 1.5 to 1.7 shall have overriding effect against all other provisions of this Agreement.

1.9 The Sub-Advisor shall act honestly, with due skill, care and diligence and fairly and in the best interest of the Partnership in carrying out its obligations under this Agreement and shall use all reasonable endeavours to perform its obligations under this Agreement in accordance with FSMA, the FCA Rules and any other laws, regulations, guidelines and guidance as may be in force from time to time and applicable to the Funds and their business or to the Sub-Advisor (Applicable Law).

2. SERVICES

2.1 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the Sub-Advisor shall be appointed to assist Oaktree US with the management of the investments and assets of the Funds.

2.2 In connection with the appointment pursuant to Clause 2.1 but subject at all times to Clause 1:

(a) Oaktree US hereby delegates to the Sub-Advisor all such powers, authorities and discretions as shall be necessary to enable the Sub-Advisor to perform its duties as sub-manager under this Agreement; and

(b) the Sub-Advisor shall have full power and authority hereunder to decide whether the Funds should acquire or dispose of an investment and Oaktree US grants the Sub-Advisor discretion, without consultation to Oaktree US, to:

(i) make investment decisions with respect to invested assets of the Funds; and

(ii) enter into such investment documents and effect such transactions (including, if applicable, instructing the Custodian (as defined in Clause 5.1 below) of the Funds in respect of transfers, withdrawals or receipts of money) as may be necessary or proper in connection with the performance by the Sub-Advisor of its duties hereunder.

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2.3 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the marketing and promotion services to be provided by the Sub-Advisor in respect of the Funds will be:

(a) assisting Oaktree US to promote any Fund to potential investors in Europe and the Middle East to facilitate subscriptions from such investors;

(b) advising Oaktree US concerning all actions which it appears to the Sub-Advisor that Oaktree US should consider taking to achieve effective promotion of investor interest in such Funds;

(c) attending, if so requested by Oaktree US, meetings held with such investors;

(d) if required by Oaktree US, arranging the administration of and receiving and collating application forms from such investors and passing the completed applications to Oaktree US for processing; and

(e) the provision of any other marketing service as Oaktree US may require from time to time in Europe and the Middle East.

3. FEES

3.1 In consideration of the provision of services under this Agreement, Oaktree US will pay the Sub-Advisor such fees as may be agreed between the parties from time to time (the Service Fee).

3.2 At Oaktree US' discretion, the Service Fee shall be reduced by any management fees received directly by the Sub-Advisor for investment management services provided to any party pursuant to this Agreement. The Service Fee shall also be reduced by any amounts earned on cash and cash-equivalents held by the Sub-Advisor pursuant to this Agreement.

3.3 The Service Fee shall be reviewed by Oaktree US and the Sub-Advisor once annually (or as the parties agree) for continued appropriateness and in particular, to account for any changes in the Sub-Advisor's business.

4. ADMINISTRATIVE FUNCTIONS

Oaktree US and its affiliates will provide all fund and investor accounting, fund investor reporting, custodial services and similar administrative functions required in respect of the Funds. Oaktree US will provide such services in a manner and quality consistent with past practices in connection with the management of the Funds.

5. CUSTODY

5.1 All documents of or evidencing title to the Funds' investments shall be held in safe custody facilities by a custodian to be selected by Oaktree US (the Custodian) subject to the terms of a custody agreement made between Oaktree US and the Custodian and subject to such other arrangements and procedures as may be agreed between Oaktree US and the Custodian from time to time. The Sub-Advisor shall at no time have custody or physical control of the invested assets of the Funds nor shall it be liable for any act or omission of the Custodian.

5.2 Oaktree US shall take such additional steps (in addition to the authorities and powers hereby conferred) as are necessary to procure that the Sub- Advisor is able, on behalf of Oaktree US, to operate the bank accounts of the Funds so far as necessary for the Sub-Advisor to exercise all of its powers and discretions and perform all of its duties under this Agreement.

6. RECORDS AND REPORTS

6.1 The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker.

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6.2 Except as expressly authorised in this Agreement or as required by Applicable Law, regulation or court order, or as directed by Oaktree US in writing, the Sub-Advisor shall keep confidential the records and other information pertaining to Oaktree US and the Funds or the investment assets the subject of this Agreement (save for any records or information pertaining to the Sub-Advisor's own employees and affiliates, which shall be excluded from the obligations contained in this clause). Upon termination of this Agreement, the Sub-Advisor shall promptly, upon demand, return to Oaktree US all such records, except that the Sub-Advisor may retain copies for its records as may be required by Applicable Law, regulation or court order, and provided that the Sub-Advisor's confidentiality obligations shall continue in full force and effect with respect to such retained records not within the public domain.

6.3 The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request.

7. LIABILITY AND INDEMNIFICATION

7.1 In providing its services under this Agreement, the Sub-Advisor will discharge its duties in accordance with the same standard of care established for Oaktree US in the relevant Fund Agreements, and will be indemnified by each of the Funds as an agent of Oaktree US in accordance with such Fund Agreements. To the extent Oaktree US and its affiliates, directors, officers, employees, shareholders, assigns, representatives or agents (apart from the Sub-Advisor) (collectively, Oaktree US Indemnities) suffer any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys' fees) (collectively Losses) in connection with the Funds, and:-

(a) Oaktree US Indemnities are not indemnified by the Funds for such Losses under the indemnification provisions of the applicable Fund Agreements;

(b) such Losses were suffered by virtue of the Sub-Advisor's or its employees' acts or omissions, or alleged acts or omissions under this Agreement; and

(c) the Sub-Advisor (including its employees) is guilty of negligence or wilful misconduct,

then the Sub-Advisor will hold Oaktree US Indemnities harmless and indemnify it for such Losses; provided that the Sub-Advisor shall not be liable for actions or omissions to act ordered by Oaktree US to which the Sub-Advisor objected in writing at the time of such order.

7.2 The provisions of this Clause 7 shall survive the termination of this Agreement.

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

8.1 Each of Oaktree US and the Sub-Advisor represents and warrants to each other that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorised by all necessary corporate action to enter into this Agreement and perform its duties as described in this Agreement.

8.2 The Sub-Advisor hereby undertakes to Oaktree US that it will take all reasonable steps within its power to remain an authorised person for the purposes of FSMA in respect of the services to be provided by it hereunder, with a scope of permission which will permit it to carry out its obligations and exercise its powers under this Agreement, and that it will comply with those FCA Rules which apply to the services to be provided hereunder.

9. COMPLIANCE WITH FCA RULES

9.1 Oaktree US will be the Sub-Advisor's client for the purposes of the FCA Rules. Accordingly, in conformity with the FCA Rules, a number of additional statements and provisions are required to be included in this Agreement. Such additional statements and provisions are set out in Schedule 1 hereof (Additional FCA Provisions), which is hereby incorporated into and will form part of this Agreement and will apply to the services to be provided pursuant to this Agreement with effect from the Effective Date.

9.2 Nothing in this Agreement shall require or entitle the Sub-Advisor to act as the alternative investment fund manager (as defined in the FCA Rules with effect from 22 July 2013) of any Fund or New Fund which is an alternative investment fund. The alternative investment fund manager of each Fund and New Fund which is an alternative investment fund shall be Oaktree US, unless otherwise agreed.

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10. TERM

10.1 Basic Term

In relation to each Fund, this Agreement shall terminate on the earlier of (a) the expiration of the term of such Fund or (b) the date, if any, on which Oaktree US (or any affiliate it has substituted in its stead in accordance with such Fund's Fund Agreement) is removed as general partner of such Fund or (c) the Sub-Advisor ceasing to be authorised and regulated by the FCA.

10.2 Early Termination

This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other.

11. TERMINATION CONSEQUENCES

11.1 Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated.

11.2 The Sub-Advisor shall forthwith upon termination deliver to Oaktree US a full account including a statement of all investments then under management, the income derived therefrom since the last report to Oaktree US, and the value at which they were acquired. The Sub-Advisor shall also ensure that any documents relating to Oaktree US assets over which it has control are released as soon as practicable to Oaktree US or (if so instructed by Oaktree US) to any other party as may be specified by Oaktree US.

11.3 Notwithstanding the termination of this Agreement, Oaktree US shall complete, or shall procure that any successor manager of the Funds shall complete, all investment transactions entered into by Oaktree US hereunder prior to the termination date.

12. COMPLAINTS PROCEDURE

If Oaktree US has any complaint about the performance of the Sub-Advisor it must notify the Sub-Advisor Compliance Officer in writing at the address notified in accordance with Clause 13.2 of this Agreement.

13. MISCELLANEOUS

13.1 Governing Law

This Agreement is governed by the laws of England and Wales.

13.2 Notices

Any notices provided for in this Agreement shall be sent to the following addresses or such other address as a party may designate in writing:

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To Oaktree US: Oaktree Capital Management, LP 333 South Grand Avenue 28th Floor Los Angeles California 90071

Attention: Todd Molz, General Counsel Facsimile: +1 (213) 830-8545

To the Sub-Advisor: Oaktree Capital Management (International) Limited Verde, 10 Bressenden Place, London SW1E 5DH United Kingdom

Attention: Dominic Keenan, Europe Regional Counsel Facsimile: +44 (0) 207 201 4601

All notices delivered by facsimile or hand shall be deemed given on the day received. All notices mailed shall be deemed to have been given two business days after they have been deposited as certified mail, return receipt requested, postage paid and properly addressed.

13.3 Assignment

The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US.

13.4 Entire Agreement

(a) This Agreement contains the entire agreement between Oaktree US and the Sub-Advisor relating to the subject matter hereof and supersedes in its entirety all other prior agreements and all amendments thereto between Oaktree US and the Sub-Advisor relating to the subject matter hereof, including those agreements referred to in Clause 13.4(b).

(b) For the avoidance of doubt, it is agreed and acknowledged that the Terminated Agreements are terminated with effect from the Effective Date and all of the parties' obligations and liabilities will cease with effect from the Effective Date.

13.5 Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

13.6 Third Party Rights

13.7 Indemnified Parties which are not parties to this Agreement shall be entitled to enforce their respective rights under Clause 7, subject as therein stated. Save to this extent, any rights which would otherwise arise under the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded.

IN WITNESS whereof the parties have executed and delivered this Agreement as a deed as of the date appearing on the first page.

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Executed as a deed by Oaktree Capital Management, L.P. ) ) ) )

Authorised Signatory /s/ Todd Molz

Authorised Signatory /s/ Richard Ting

IN WITNESS whereof this deed has been executed and delivered on the date first above written:

Executed as a deed by

Oaktree Capital Management (International) Limited, acting by two directors:

) ) ) ) )

Director

Director

/s/Thomas Ware

/s/Dominic Keenan

8 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
answer:
10491


question:
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.
answer:
78760


question:
Exhibit 10.6 ATTACHMENT A ERCHONIA CORPORATION EXCLUSIVE DISTRIBUTOR AGREEMENT

This agreement (Agreement) is made by and between Erchonia Corporation. (Erchonia) whose address is 650 Atlantis Rd., Melbourne, Florida, USA, 32904 and InnerScope Hearing Technologies Inc, (Distributor) whose address is 2151 Professional Drive, Second Floor, Roseville, California, USA, 95661 hereafter referred to collectively as the (Parties).

Recitals

A. Erchonia is engaged in, among other things, the business of developing and promoting low level lasers. Erchonia desires to retain Distributor to promote, distribute and sell such equipment listed in Schedule A (the Products). B. Distributor is engaged in the business of, among other things, selling medical products and services, specifically for the treatment of hearing disorders. C. Distributor desires to obtain the exclusive right to distribute the Products pursuant to the terms set for in this Agreement. D. The parties agree that these recitals shall be considered a term of this Agreement. NOW, THEREFORE, the parties agree:

1. Grant of License.

a. Subject to the terms set forth in this agreement, Erchonia grants Distributor the exclusive, non- transferable right and license to promote, distribute and sell the Products identified in Exhibit A to those type of customer specified in Exhibit B and only within the Territory specified in Exhibit B. Distributor shall only distribute or sell the Products to customers who are licensed health care professionals and meet the other requirements set forth in Exhibit B.

b. Erchonia retains the right, in its sole discretion, to add, delete, upgrade, or modify the Products from time to time. Upon receipt of notice of such change, Distributor shall cease to market and distribute earlier versions of the Products and/or Products deleted from Schedule A. Distributor will deliver, at Erchonia's expense, all recalled, discontinued or products otherwise rendered unmarketable (under the terms of this paragraph) to Erchonia. Erchonia will fully reimburse Distributor for all costs related to the cost of materials and products returned to Erchonia

2. Obligations of Distributor.

a. Distributor shall use its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement.

b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia's option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement

c. Upon Erchonia's reasonable request, Distributor shall consult with Erchonia regarding Distributor's marketing and promotion efforts in the Territory and Field of Use and shall cooperate with Erchonia's reasonable requests regarding Distributor's marketing and promotional efforts.

d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia's request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.

e. Distributor shall pay for all products purchased in a timely manner. Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.

g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.

h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.

i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.

j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to comply with all applicable import and export laws and regulations.

k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant's name, contact information, and date of complaint.

l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia's reasonable business judgment is harmful to its honor, goodwill or reputation.

m. Distributor shall at all times comply with all applicable laws and regulations.

3. Restriction on Promotion of Competing Products. During the term of this agreement, Distributor shall not market, sell advertise or promote the sale or use of any product or device which is competitive with or substantially similar to the Products, without the prior express written consent of Erchonia, nor shall they assist any third party in doing so. Notwithstanding the foregoing, to the extent Distributor or Distributor's customer is a licensed health care professional or licensed health care practitioner, nothing in this paragraph shall prevent or limit Distributor or Distributor's customer from exercising their independent medical judgment with regard to the treatment of any patient.

4. Orders, Payment, and Shipment.

a. Erchonia agrees to provide Products to Distributor pursuant to orders placed by Distributor in the form of individual purchase orders issued by Distributor to Erchonia. Such purchase orders shall set forth the quantity of each product ordered, the required delivery date, and the point of delivery. The price for the Products shall be as designated in Schedule A. Erchonia may revise its prices from time to time and deliver a written 90 day notice of the reasonable price revision to Distributor; provided that Erchonia agrees that the prices listed in Exhibit A shall not be increased during the first 90 days of this agreement.

b. Erchonia shall submit invoices to Distributor after or concurrent with shipment of Products to Distributor at the delivery address. Distributor shall pay half (1/2) of the purchase price prior to shipment and the remaining balance 30 days after shipment of the Products. Payments received after the 30 day calendar period will be subject to a late fee of 1.5% of the invoice amount. All payments shall be made in U.S. Dollars.

c. Distributor is responsible for all shipping costs and applicable sales taxes. Distributor is also responsible for all customs and duties applicable to any sales of the Products outside the United States, to the extent such sales are authorized or permitted.

5. Expenses and Taxes.

a. Distributor is responsible for any out-of-pocket expenses incurred including but not limited to Products for demonstration, Products for treatment, sales and promotional material, seminar costs including room rental, and travel-related expenses.

b. Distributor is responsible for all federal, state and local taxes attributable to compensation received

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





pursuant to this Agreement, including sales, income, social security, and unemployment.

6. Term and Termination.

a. Unless terminated earlier as provided in this agreement, this Agreement shall have an initial term of three (3) years. This agreement shall automatically renew for a period of three (3) years and upon the parties mutual agreement on new minimum performance goals for the renewal period.

b. Either party may terminate this Agreement in the event of a material breach by the other party, provided the breaching party is first given reasonably detailed, written notice of the breach. If the breach is not cured within ten days of such notice, the Agreement will terminate immediately.

c. This Agreement may be terminated immediately by Erchonia under any of the following conditions: (a) if the Distributor is declared insolvent or bankrupt; (b) if a petition is filed in any court to declare Distributor bankrupt or for reorganization under the Bankruptcy Law or any similar statute and such petition is not dismissed within 30 days.

d. Upon termination of this Agreement by either party, Distributor shall immediately cease using the Trademarks (defined below) and discontinue all representations that it is an authorized distributor of the Products or is in anyway affiliated with Erchonia.

e. Except upon termination due to Distributors breach of this agreement, Erchonia will complete delivery of all purchase orders accepted by it prior to termination of this agreement; provided that Distributor shall remain liable for full payment of all such orders.

f. The provisions of paragraphs 2 (c) (reporting), 7 (Confidentiality), 8 (Protection of Intellectual Property, 10 (Warranty; Limitation of Liability), 11 (Indemnification), 12 (General Provisions) shall survive termination of this agreement.

7. Confidentiality.

a. In connection with this Agreement, the Distributor will have disclosed to it or otherwise have access to information that is confidential and proprietary to Erchonia. Such information includes but is not limited to Product designs, methods and processes, know-how, business or marketing strategies, Product plans, plans for research and development, development tools, financial information, production costs and information, and supplier and customer lists and information and medical research conducted in pursuit of intended medical applications of the product.

b. Distributor will not copy, reproduce, disclose, disseminate or provide any confidential information to any third party, without the prior written consent of Erchonia. In addition, Distributor agrees that it will use such confidential information only for the purpose of carrying out its obligations under this agreement. Upon termination of this agreement for any reason, Distributor will return all such confidential information and any copies of it to Erchonia and will remove and delete any such confidential information for any computers, computer systems or other electronic, magnetic or optical media in its possession or control.

c. Notwithstanding the above, the following materials will not be deemed confidential:

i. Information which was in the public domain at the time of disclosure

ii. Information which was published or otherwise became part of the public domain after disclosure to the Distributor through no fault of the Distributor; and

iii. Information which was received from a third party who did not acquire it, directly or indirectly, from Erchonia under an obligation of confidence except where required by law.

8. Protection of Intellectual Property.

a. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall at all times remain vested in Erchonia, its licensors or assigns.

b. Distributor shall promptly inform Erchonia of any suggested modifications or improvements to the Products and shall, upon Erchonia's request and at Erchonia's expense, execute any documents necessary or appropriate to assign or confirm that all intellectual property rights in any modification

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





or improvement related to the Products are fully vested in Erchonia.

c. Distributor shall not modify nor create or attempt to create, by reverse engineering or otherwise, the Products supplied hereunder, or adapt the Products in any way for other uses without Erchonia's prior written consent

d. Several of the Products may be protected by one or more U.S. or international patents. Distributor shall take reasonable steps to ensure that all patent markings and/or notices for or related to the Products are properly placed on the Products, and on any advertising or marketing materials for the Products, and it shall not remove any such markings, notices or labels from any of the Products or related materials or related advertising or marketing materials.

9. Use of Erchonia Trademarks.

a. All trademarks, including service marks, trade names and trade address that Erchonia uses in connection with the license granted hereunder (the Trademarks) are and remain the exclusive property of Erchonia. Nothing contained in this Agreement shall be deemed to give Distributor any right, title or interest in any Trademark. The Trademarks include but are not limited to: the names Erchonia, Erchonia Medical, the phrase Erchonia, Designs Into the Future, the Erchonia logo, packaging design, and Product design.

b. During the term of this Agreement, Erchonia grants Distributor a non-exclusive, non-transferable license to use the Trademarks for advertising and promotion of Products. Distributor shall use the Trademarks according to quality standards defined by Erchonia which shall be reasonable and shall be no greater than the standards used by Erchonia for its own advertising and promotion.

c. Upon Erchonia's request, the Distributor shall at its expense deliver to Erchonia representative samples of labels, advertisements, catalogs, spec sheets, and the like, containing the Trademarks, and to inspect all of Distributors websites, social media accounts and any online information posted by Distributor, to ensure that such Trademarks are used only in a manner complaint with the quality standards. Should such material fail to meet the standards set by Erchonia, as determined by Erchonia in its sole discretion, Distributor shall not use and shall withdraw and retract any promotion or advertising that Erchonia finds unsuitable and will at its expense destroy such materials or make them compliant.

d. All goodwill associated with such trademark use by Distributor inures to the benefit of Erchonia.

10. Warranty; Limitation of Liability.

a. Distributor Warranty. Distributor represents that it has requisite knowledge and experience to provide the products and services contracted for herein.

b. Erchonia Warranty and Warranty Limitations: Other than the written warranty accompanying the Products, Erchonia DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

c. IN NO EVENT SHALL Erchonia BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS.

11. Indemnification.

a. Erchonia shall indemnify, defend and hold Distributor harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Distributor as a result of any claim or proceeding against Distributor arising out of or based upon: (i) a claim that the Products infringe upon any U.S. patent, trademark, copyright or other intellectual property rights of any third party, (ii) the products fail to comply with applicable federal law or regulation.

b. Distributor shall promptly notify Erchonia of any suit or claim by a third party relating to the Products or use of the Products and Distributor shall promptly furnished Erchonia with a copy of each

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





communication, notice or other action relating to said claim. Erchonia shall have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related to any claim for which Erchonia is obligated to indemnify Distributor at Erchonia expense; and Distributor shall provide reasonable information and assistance requested by Erchonia in connection with such claim or suit.

c. Distributor shall indemnify, defend and hold Erchonia harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Erchonia as a result of any claim or proceeding against Erchonia arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by Erchonia, if such infringement would have been avoided but for such combination, operation or use; (ii) the modification of the Products by Distributor or its Customers; (iii) any breach of this agreement by Distributor; or (iv) any negligent, grossly negligent, or willful or reckless acts by Distributor, or any of its officers, employees, agents or representatives.

12. General Provisions:

a. Assignment. Distributor may not assign to any person any duties or obligations arising under this Agreement without Erchonia's prior written consent (which consent may be withheld in Erchonia's sole discretion). Notwithstanding the foregoing, the Distributor may engage individuals, at the sole expense and responsibility of the Distributor, to assist the Distributor in performing any of the Distributor's duties or obligations arising under this Agreement. Erchonia may not assign any duties or obligations arising under this Agreement, except to a successor who acquires substantially all of the assets of Erchonia.

b. Arbitration. The parties intend to negotiate in good faith and resolve any dispute arising under this Agreement. In the event the parties are unable to resolve any such dispute to binding arbitration for settlement in accordance with the rules of the American Arbitration Association, the arbitrator will determine the manner in which the parties are to pay the costs of such arbitration, including reasonable attorneys' fees

c. Notices. All notices and communications required under this Agreement will be in writing and will be delivered in person, faxed or mailed, postage prepaid, by overnight express carrier, to the address of the parties listed at the beginning of this Agreement, or to any other address as such party designates in a written notice to the other party. All notices sent pursuant to the terms of this section will be deemed received on the date of delivery if personally delivered or faxed, or if sent by overnight express carrier, on the next business day immediately following the day sent

d. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provisions hereof.

e. Governing Law. This Agreement shall be governed in all respects by the laws of the United States and the State of Florida, except for conflict of laws provisions. The parties agree that for any dispute, controversy or claim arising out of or in connection with this Agreement, venue and personal jurisdiction shall be in the federal or state court with competent jurisdiction located in Brevard Country, Florida.

f. Entire Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the parties hereto with respect to the subject matter, all revisions discussions, promises, representation, and understanding relative thereto, if any, being herein merged.

Dated: .

Erchonia Medical Corporation. By _____________________ Its _____________________

Distributor: ________________________ InnerScope Hearing Technologies, Inc. By _______________________ Its _______________________ Exhibits Exhibit A - Products and Pricing Exhibit B - Territory and Field of Use

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





Exhibit C - Minimum Performance Goals Rev. IMS 8/29/2018 3:38 PM

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





SCHEDULE A ERCHONIA CORPORATION Products and Pricing Erchonia 3LT Laser - Hearing Products Version (product may be renamed) All prices are per unit sold excluding freight, duty, and taxes. Prices will remain in effect for the period of the initial 5 year term. Wholesale Price Item To Be determined when successful research project is complete. The parties agree to cooperate in developing a private label version of the above products on the terms the parties may agree. The private label products shall be versions of the above products labeled and packaged to bear the Distributor's name or the Distributor's trade name. In addition, customized packaging for the private label products may also be developed on the terms agreed to by the parties. Pricing for the private labeled products may be modified due to any increased costs of production or packaging for the private labeled products. In addition, Erchonia may require reasonable minimum purchasing requirements for each run of private labeled products.

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





EXHIBIT B

Licensed Territory

Worldwide

Field of Use

The products will be sold only for the use in the treatment of hearing disorders.

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018





Exhibit C

Minimum Performance Goals

Minimum Performance won't be determined until FDA 50k market clearance is obtained. At that time parties will operate in good faith to set performance goals.

Note: Performance goals to begin 120 days after receipt of FDA market clearance.

Source: INNERSCOPE HEARING TECHNOLOGIES, INC., 8-K, 11/9/2018 
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.
answer:

15376