Common use of Global Services Clause in Contracts

Global Services. a. According to the terms of this Agreement (“Agreement”), Global will furnish Customer with the services described in Exhibit A-2 attached hereto and incorporated herein by reference, including all services not specifically set forth on Exhibit A-2 but that are required for the proper performance and provision of such services or are an inherent part of or a necessary sub-task included in the services set forth on Exhibit A-2 or that are generally provided by Global to third parties as part of such services (the “Services”). Global hereby agrees to the delivery dates for the Services, and the associated incentives and penalties as set forth in Exhibit A-1. Additional requested services beyond the Services (“Additional Services”), if available, will be furnished to Customer pursuant to the mutual agreement of the parties, including without limitation pricing terms, and in accordance with the terms of the Agreement. b. Global’s performance of the Services and the Additional Services will be subject to the Service Level Agreements (“SLAs”) set forth in Exhibit A-4. c. Global warrants that the Services and Additional Services performed hereunder will be performed in a professional manner, in accordance with industry standards then in effect for the Services and Additional Services provided hereunder, by an adequate number of qualified personnel with the necessary experience and expertise to perform the Services and Additional Services. Global and Customer will comply with the Security exhibit attached hereto as Exhibit C, as such Security exhibit may be amended from time to time by mutual agreement of the parties in writing to align with updates to industry and regulatory standards. d. During the term of this Agreement, and for ***** years after its termination, each of Global and its affiliates is prohibited from utilizing any proprietary information (pursuant to Section 9) to knowingly and directly or indirectly solicit or endeavor to obtain (i) as a customer for itself for credit or debit card processing or related services, or contract with, any merchant or sub-merchant processing under this Agreement or (ii) as a partner for point of sale software integrations or referrals of customers for credit or debit card processing or related services, any dealer, VAR or developer of point of sale software with which at such time Mercury has a contractual relationship and Global or its affiliates do not have a contractual relationship; provided, however, that Customer acknowledges and agrees that a referral to Global of (x) ***** shall not constitute a breach of this Section 1(d) unless ***** or (y) ***** shall not constitute a breach of this Section 1(d) unless *****.