Common use of Administration of Services Clause in Contracts

Administration of Services. (a) Service Recipient and Service Provider shall each designate a group of individuals (each, a “Transition Services Team”), which shall work cooperatively with their counterparts to facilitate and administer this Agreement. Each Service Recipient and Service Provider shall designate (and reflect on Schedule 4(a)) two (2) or more persons (each, a “Representative”), who shall make reasonable efforts to meet, in person or telephonically during normal business hours and with reasonable notice (each such meeting, a “Meeting”), from time to time as reasonably requested by the other party’s Representatives to discuss the Services generally and any issues relating thereto; provided that any Representative’s failure to attend one or more Meetings shall not be deemed to constitute a breach under this Agreement. Each party shall have the right at any time and from time to time to replace its Representatives by giving notice in writing to the other party setting forth the name of (i) the Representative to be replaced and (ii) the replacement Representative. (b) Service Recipient acknowledges and agrees that Service Provider may need to provide some of the Services from or otherwise may need access to and use of locations owned or controlled by Service Recipient or its Affiliates. In order for Service Provider to perform its obligations under this Agreement, Service Recipient agrees to, and to cause its Affiliates to: (i) provide and maintain a safe location and environment for the representatives providing the Services; (ii) provide a secure area reasonably located for Service Provider’s and its Affiliates’ property and materials; (iii) provide Service Provider and its Affiliates reasonable access to its property, materials, information and data (including, upon reasonable advance notice, after normal business hours and during weekends and holidays) to the extent reasonably necessary in order for such other party to perform its obligations under this Agreement; and (iv) permit any signage to be displayed at such locations or on such property as may be required under applicable Law (including for regulatory purposes). In the event Service Recipient fails to provide access required hereunder to Service Provider’s employees and subcontractors as contemplated hereunder, Service Provider shall not be liable for any failure to perform under this Agreement occasioned by the lack of access. In the event that either party shall require (A) physical separation of its employees, property or Services (or any signage at or on another party’s location or property), (B) employee relocation or (C) technology firewalls (including such actions as may be required to effect the confidentiality obligations set forth in Section 21 or to comply with applicable Law), the resulting cost of such signage, physical separation, relocation and firewalls shall be borne by Service Recipient (and if any authorization from a Governmental Authority is required by a party in connection with the matters contemplated by the foregoing, then the other party shall cooperate with such party to obtain any such authorization). Service Recipient and Service Provider each agree to comply in all material respects with all Laws applicable to its activities under this Agreement and to use, and cause their respective Affiliates to use, commercially reasonable efforts to protect such property and materials of the other party or its Affiliates against damage, destruction, loss or unauthorized use. To the extent that any property or materials of Service Provider or its Affiliates used to provide any terminated Service is located on premises owned or controlled by Service Recipient, Service Provider shall have a reasonable period of time following the effective date of such termination to remove such property or materials. (c) By the 6-month anniversary of the date hereof, Service Recipient agrees to jointly develop with Service Provider a plan of transition (the “Transition Plan”) explaining how Service Recipient intends to cease access to or its use of the Licensed IP, systems, operations, processes and platforms set forth on the Transition Services Schedules by the Expiration Date. The Transition Plan shall contain a timeline of Service Recipient’s plan to exit or cease use of such Licensed IP, systems, operations, processes and platforms and identify the roles and responsibilities of both parties to complete the transition. Service Provider shall cooperate with Service Recipient in providing such information and other data for the development of the Transition Plan contemplated above. The Transition Plan must be approved in writing by both parties in order to take effect. Both parties acknowledge that the Transition Plan shall evolve and shall be subject to change. Changes shall be discussed and mutually agreed to by the Transition Services Team in its Meetings pursuant to Section 4(a), and the Transition Plan updated accordingly.

Administration of Services. (a) Service Recipient and Service Provider shall At the direction of Compression, Seller is authorized to perform each designate a group of individuals (each, a “Transition Services Team”), which shall work cooperatively with their counterparts to facilitate and administer this Agreement. Each Service Recipient and Service Provider shall designate (and reflect on Schedule 4(a)) two (2) or more persons (each, a “Representative”), who shall make reasonable efforts to meet, in person or telephonically during normal business hours and with reasonable notice (each such meeting, a “Meeting”), from time to time as reasonably requested by the other party’s Representatives to discuss the Services generally and any issues relating thereto; provided that any Representative’s failure detailed in Section 2 which are of a customary, recurring, ordinary course or routine nature (including the expenditure of funds for the purchase of goods or services). Without the requirement of specific approval of Buyer with respect to attend one or more Meetings individual tasks, Seller shall not be deemed to constitute a breach under this Agreement. Each party shall have engage in other types of services or in any Services which are of an extraordinary nature without obtaining the right at any time and from time to time to replace its Representatives by giving notice in writing to prior approval of the other party setting forth the name appropriate officer of (i) the Representative to be replaced and (ii) the replacement RepresentativeBuyer. (b) Service Recipient Buyer acknowledges and agrees that Service Provider may need the Services shall be provided only with respect to the business of Compression. (c) Buyer represents and warrants that the Services will not be used in violation of any applicable federal, state or local law or any rules or regulations promulgated thereunder. (d) Buyer agrees to provide some the appropriate department within Seller with all data, records, files, statements, invoices, ▇▇▇▇▇▇▇▇ and other information (collectively, "Information") reasonably requested by Seller that is necessary or advisable to allow Seller to perform the Services contemplated by this Agreement. It is understood that all such Information which has been prepared by or on behalf of Buyer or has been prepared by or on behalf of Seller in connection with its Services hereunder shall become and at all times remain the property of Buyer. In addition, Buyer agrees to provide the appropriate department heads within Seller reasonable access, from time to time, to such of its officers as may be necessary or advisable in order to assist Seller in performing the Services. (e) Buyer or its designated representative shall have reasonable access to all Information generated by or in the custody of Seller relating to the Services provided pursuant to this Agreement. In addition, Seller agrees to provide reasonable access, from time to time, to the appropriate officers of Buyer as may be necessary or advisable to assist Buyer in monitoring, verifying, or reviewing the performance by Seller of the Services from or otherwise may need access to and use of locations owned or controlled by Service Recipient or its Affiliates. In order for Service Provider to perform its obligations under this Agreement, Service Recipient agrees to, and to cause its Affiliates to: Services. (f) Each party shall (i) provide maintain confidential and maintain a safe location and environment for the representatives providing the Services; (ii) provide a secure area reasonably located for Service Provider’s and its Affiliates’ property and materials; (iii) provide Service Provider and its Affiliates reasonable access to its property, materials, secret all confidential information and data (including, upon reasonable advance notice, after normal business hours and during weekends and holidays) to the extent reasonably necessary in order for such other party to perform its obligations under this Agreement; and (iv) permit any signage to be displayed at such locations or on such property as that may be required under applicable Law (including for regulatory purposes). In the event Service Recipient fails to provide access required hereunder to Service Provider’s employees and subcontractors as contemplated hereunder, Service Provider shall not be liable for any failure to perform under this Agreement occasioned disclosed by the lack of access. In the event that either party shall require (A) physical separation of its employees, property or Services (or any signage at or on another party’s location or property), (B) employee relocation or (C) technology firewalls (including such actions as may be required to effect the confidentiality obligations set forth in Section 21 or to comply with applicable Law), the resulting cost of such signage, physical separation, relocation and firewalls shall be borne by Service Recipient (and if any authorization from a Governmental Authority is required by a other party in connection with the matters contemplated by the foregoing, then the other party shall cooperate with such party to obtain any such authorization). Service Recipient and Service Provider each agree to comply in all material respects with all Laws applicable to its activities under this Agreement and to use, and cause their respective Affiliates to use, commercially reasonable efforts to protect such property and materials provision of the other party or its Affiliates against damageServices hereunder, destruction, loss or unauthorized use. To the extent that any property or materials of Service Provider or its Affiliates used to provide any terminated Service is located on premises owned or controlled by Service Recipient, Service Provider shall have a reasonable period of time following the effective date of such termination to remove such property or materials. (cii) By the 6-month anniversary of the date hereof, Service Recipient agrees to jointly develop with Service Provider a plan of transition (the “Transition Plan”) explaining how Service Recipient intends to cease access to or its use of the Licensed IP, systems, operations, processes restrict disclosure and platforms set forth on the Transition Services Schedules by the Expiration Date. The Transition Plan shall contain a timeline of Service Recipient’s plan to exit or cease use of such Licensed IP, systems, operations, processes and platforms and identify the roles and responsibilities confidential information to those of both parties its employees who have a need to complete the transition. Service Provider shall cooperate with Service Recipient in providing know such information and other data for the development of the Transition Plan contemplated above. The Transition Plan must be approved in writing by both parties in order to take effectcomply with its obligations hereunder and (iii) employ the same standards of care with respect to such confidential information as it uses to protect its own confidential information. Both parties acknowledge that Such information may not be used by Seller or any of its affiliates for any purpose other than with respect to providing Services hereunder. The obligations of this Section 3(f) shall survive the Transition Plan shall evolve expiration and shall be subject to change. Changes shall be discussed and mutually agreed to by the Transition Services Team in its Meetings pursuant to Section 4(a), and the Transition Plan updated accordinglytermination of this Agreement for a period of 5 years.