Common use of Changes in Law and Regulations Clause in Contracts

Changes in Law and Regulations. (1) In performing the Covered Services, Vendor shall comply with all laws, regulations and other governmental regulatory requirements applicable to Vendor’s business or its provision of the Covered Services, provided that for the Industry Specific Data Security Laws Vendor is only responsible for complying with the information and instructions provided by AMO in accordance with Section 10.03(1). In the event of any changes in law, legislative enactments and regulatory requirements, including AMO’s Regulatory Requirements, that may relate to the AMO Entities’ use of the Covered Services or Vendor’s delivery of the Covered Services, Vendor and AMO shall work together to identify the impact of such changes on how the AMO Entities use, and Vendor delivers, the Covered Services. Vendor shall be responsible for any fines and penalties arising from any noncompliance with any law, legislative enactment or regulatory requirement applicable to Vendor’s business or its provision of the Covered Services, except to the extent such noncompliance was caused by any AMO Entity and provided that, if any such violation relates to a change to any AMO Regulatory Requirement, AMO has informed Vendor of such changed requirements, processes for implementation to accommodate such changes, and if additional resources are required for implementation of such accommodations as determined by the Steering Committee in good faith, AMO will pay Vendor the reasonable costs for such resources as determined by the Steering Committee in good faith. (2) Vendor shall, to the extent practicable using commercially reasonable efforts, perform the Covered Services regardless of changes in law, legislative enactments or regulatory requirements, including AMO’s Regulatory Requirements (provided, however, that AMO shall have informed Vendor from time to time in writing of the: (i) then-current AMO Regulatory Requirements and (ii) with respect to the Industry Specific Data Security Laws, the associated safeguard requirements provided by AMO in accordance with Section 10.03(1). If such changes prevent Vendor from performing a substantial part of its obligations under this Agreement, Vendor may develop and, upon AMO’s approval, implement a suitable workaround until such time as Vendor can perform its obligations under this Agreement without such workaround; provided, however, that if such workaround results in a material increase in the applicable Charges to AMO under this Agreement, then AMO shall have the right to terminate this Agreement with respect to the affected portions of the Covered Services (including all other Covered Services within the same general category, type or tower of services) without regard to Section 25.01; provided, however, that AMO *** to Vendor. Upon the implementation of such workaround, the Parties shall negotiate and implement an equitable adjustment to the applicable Charges.

Changes in Law and Regulations. (1) In performing the Covered Services, Vendor IBM shall comply with all laws, regulations and other governmental regulatory requirements applicable to VendorIBM’s business or its provision of the Covered Services, provided that for the Industry Specific Data Security Laws Vendor IBM is only responsible for complying with the information and instructions provided by AMO in accordance with Section 10.03(1). In the event of any changes in law, legislative enactments and regulatory requirements, including AMO’s Regulatory Requirements, that may relate to the AMO Entities’ use of the Covered Services or VendorIBM’s delivery of the Covered Services, Vendor IBM and AMO shall work together to identify the impact of such changes on how the AMO Entities use, and Vendor IBM delivers, the Covered Services. Vendor IBM shall be responsible for any fines and penalties arising from any noncompliance with any law, legislative enactment or regulatory requirement applicable to VendorIBM’s business or its provision of the Covered Services, except to the extent such noncompliance was caused by any AMO Entity and provided that, if any such violation relates to a change to any AMO Regulatory Requirement, AMO has informed Vendor IBM of such changed requirements, processes for implementation to accommodate such changes, and if additional resources are required for implementation of such accommodations as determined by the Steering Committee in good faith, AMO will pay Vendor IBM the reasonable costs amounts for such resources as determined by the Steering Committee in good faith. (2) Vendor IBM shall, to the extent practicable using commercially reasonable efforts, perform the Covered Services regardless of changes in law, legislative enactments or regulatory requirements, including AMO’s Regulatory Requirements (provided, however, that AMO shall have informed Vendor IBM from time to time in writing of the: (i) then-current AMO Regulatory Requirements and (ii) with respect to the Industry Specific Data Security Laws, the associated safeguard requirements provided by AMO in accordance with Section 10.03(1)). If such changes prevent Vendor IBM from performing a substantial part of its obligations under this Agreement, Vendor IBM may develop and, upon AMO’s approval, implement a suitable workaround until such time as Vendor IBM can perform its obligations under this Agreement without such workaround; provided, however, that if such workaround results in a material increase in the applicable Charges to AMO under this Agreement, then AMO shall have the right to terminate this Agreement with respect to the affected portions of the Covered Services (including all other Covered Services within the same general category, type or tower of services) without regard to Section 25.01; provided, however, that AMO *** to VendorIBM. Upon the implementation of such workaround, the Parties shall negotiate and implement an equitable adjustment to the applicable Charges.