Common use of Hypercare Clause in Contracts

Hypercare. Upon completion of Cut-Over Services, Supplier will observe, monitor and validate that Cut-Over has been successfully achieved and that all systems, processes and transactional activities in all locations for both GroceryCo and SnackCo are functioning to a service level consistent with that observed in the 3 months prior to the Project Statement Effective Date (“Hypercare Services”). If no deficiencies are noted during the validation period then Hypercare Services will terminate, however if any deficiencies are noted then Supplier will provide as part of Hypercare Services any and all remedial action (including cooperating with Contractors and third parties) required to cause all systems, processes and transactional activities in all locations for both GroceryCo and SnackCo to a achieve service level consistent with that observed in the 3 months prior to the Project Statement Effective Date. Such Hypercare Services may be provided for up to three months following the Project Statement Effective Date (the “Hypercare Period”). (i) Unless otherwise agreed by the parties, personnel providing Cut-Over Services will be utilized to provide Hypercare Services during overlap with the Cut-Over Period. For the remainder of the Hypercare Period, personnel providing Hypercare Services (“Hypercare Personnel”) will be those individually identified prior to Separation or as otherwise requested and agreed by the parties. Hypercare Personnel will remain co-located at the facilities at which they were located at the time of Separation while providing Hypercare Services. Buyer will provide sufficient access to Buyer’s facilities and systems as necessary to provide Hypercare Services and will supply Hypercare Personnel with office space, access, resources, supplies and support (at Buyer’s expense) consistent with his/her duties in providing Hypercare Services and the scope of such items and services available prior to Separation. (ii) Subject to Section 2.2, Supplier will: (A) use its best efforts to cause Hypercare Personnel to timely provide the Hypercare Services; provided that Hypercare Personnel will be entitled to work on other matters for Supplier when not engaged in providing Hypercare Services; and (B) provide access to the systems, hardware, software code and other resources reasonably necessary to provide the Hypercare Services. (iii) Unless otherwise agreed by the parties, the governance process for Hypercare Services will be the same as that applicable to Cut-Over Services during overlap with the Cut-Over Period. No specific governance process will apply after expiration of the Cut-Over Period and any governance issues will be initially be handled by the Project Managers. Unless otherwise agreed by the parties, the escalation process for issues involving Hypercare Services will be the same as that applicable to Cut-Over Services. (iv) A Hypercare Service will be deemed completed when the applicable system, process or transactional activity will have been fully restarted and is functioning to a service level consistent with that observed in the 3 months prior to the Project Statement Effective Date. In the event that a Hypercare Service has not been completed by the end of the Hypercare Period then the parties may mutually agree upon any necessary extensions of the Hypercare Period for up to 2 additional months. In the event of a Dispute over an extension, the Dispute will handled in accordance with Section 2.3. Upon completion or termination of their Hypercare Service duties, Hypercare Personnel will cease providing Hypercare Services hereunder and relocate to Supplier’s facilities as directed by Supplier.

Hypercare. Upon completion of Cut-Over Services, Supplier will observe, monitor and validate that Cut-Over has been successfully achieved and that all systems, processes and transactional activities in all locations for both GroceryCo and SnackCo are functioning to a service level consistent with that observed in the 3 months prior to the Project Statement Effective Date (“Hypercare Services”). If no deficiencies are noted during the validation period then Hypercare Services will terminate, however if any deficiencies are noted then Supplier will provide as part of Hypercare Services any and all remedial action (including cooperating with Contractors and third parties) required to cause all systems, processes and transactional activities in all locations for both GroceryCo and SnackCo to a achieve service level consistent with that observed in the 3 months prior to the Project Statement Effective Date. Such Hypercare Services may be provided for up to three months following the Project Statement Effective Date (the “Hypercare Period”). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (i) Unless otherwise agreed by the parties, personnel providing Cut-Over Services will be utilized to provide Hypercare Services during overlap with the Cut-Over Period. For the remainder of the Hypercare Period, personnel providing Hypercare Services (“Hypercare Personnel”) will be those individually identified prior to Separation or as otherwise requested and agreed by the parties. Hypercare Personnel will remain co-located at the facilities at which they were located at the time of Separation while providing Hypercare Services. Buyer will provide sufficient access to Buyer’s facilities and systems as necessary to provide Hypercare Services and will supply Hypercare Personnel with office space, access, resources, supplies and support (at Buyer’s expense) consistent with his/her duties in providing Hypercare Services and the scope of such items and services available prior to Separation. (ii) Subject to Section 2.2, Supplier will: (A) use its best efforts to cause Hypercare Personnel to timely provide the Hypercare Services; provided that Hypercare Personnel will be entitled to work on other matters for Supplier when not engaged in providing Hypercare Services; and (B) provide access to the systems, hardware, software code and other resources reasonably necessary to provide the Hypercare Services. (iii) Unless otherwise agreed by the parties, the governance process for Hypercare Services will be the same as that applicable to Cut-Over Services during overlap with the Cut-Over Period. No specific governance process will apply after expiration of the Cut-Over Period and any governance issues will be initially be handled by the Project Managers. Unless otherwise agreed by the parties, the escalation process for issues involving Hypercare Services will be the same as that applicable to Cut-Over Services. (iv) A Hypercare Service will be deemed completed when the applicable system, process or transactional activity will have been fully restarted and is functioning to a service level consistent with that observed in the 3 months prior to the Project Statement Effective Date. In the event that a Hypercare Service has not been completed by the end of the Hypercare Period then the parties may mutually agree upon any necessary extensions of the Hypercare Period for up to 2 additional months. In the event of a Dispute over an extension, the Dispute will handled in accordance with Section 2.3. Upon completion or termination of their Hypercare Service duties, Hypercare Personnel will cease providing Hypercare Services hereunder and relocate to Supplier’s facilities as directed by Supplier. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.