Common use of Service Changes Clause in Contracts

Service Changes. (a) Subject to Section 2.8(b) and Section 2.8(c) (as applicable), the Service Provider shall be required to provide the Services only for the benefit of the Service Recipient, and if any Service was provided by the Service Provider to the Animal Health Business or the Retained Business, as applicable, only of the same scope, and only for the same volume of Services (plus any organic internal growth in such volume that is reasonably expected as of the Effective Date), and only to the same locations, that such Services were provided by the Service Provider to the Animal Health Business or the Retained Business, as applicable, in the ordinary course as of the Effective Date. (b) To the extent that Service Recipient desires a change to the scope or volume of a Scheduled Service from the scope or volume at which such Scheduled Service was provided by the Service Provider to the Animal Health Business or the Retained Business, as applicable, in the ordinary course as of the Effective Date (a “Service Change”), it shall submit such a written request for such Service Change to the Service Provider in the form set forth in Exhibit F. Any Service Change shall only be implemented upon written consent of the Service Provider, to be granted in its sole discretion; such consent will include, if applicable, a good faith agreement in writing by both Parties of the increase or decrease in Service Fees as a result of such Service Change. All Costs incurred by Service Provider (other than those already included in any changed Service Fees) in providing such changed scope or volume of Scheduled Services shall be borne by the Service Recipient. (c) To the extent that Service Recipient desires to change the location to which: (i) any Scheduled Service is provided from the location to which such Scheduled Service was provided by the Service Provider to the Animal Health Business or the Retained Business, as applicable, in the ordinary course as of the Effective Date; or (ii) any In-Flight Project, BAU Service or Program Service is initially provided (each of (i) and (ii) an “Approved Service Change”), it shall submit written notice of such Approved Service Change to Service Provider, and the Parties will work together in good faith to implement such Approved Service Change, including agreeing in good faith in writing as to the increase or decrease in Service Fees as a result of such Approved Service Change. All Costs incurred by Service Provider (other than those already included in any changed Service Fees) in providing such relocation of Services shall be borne by the Service Recipient. (d) To the extent that the Service Recipient believes in good faith that a change to the term or scope of a Service or the relocation of a Service is required to remain in compliance with applicable Law (a “Compliance Service Change”), it shall submit a written request for such Compliance Service Change to the Service Provider in the form set forth in Exhibit F. If the Service Provider agrees that such Compliance Service Change is so required, the Parties will work together in good faith to implement such Compliance Service Change, including agreeing in good faith in writing as to the increase or decrease in Service Fees as a result of such Compliance Service Change. If the Service Provider does not agree that such Compliance Service Change is so required and the Service Recipient still desires such Compliance Service Change, the Service Recipient shall provide the Service Provider with a good faith written opinion from a relevant subject matter expert which confirms that such Compliance Service Change is so required. After the Service Provider has had opportunity to review such opinion and engage, as necessary, with the subject matter expert, such Compliance Service Change shall only be implemented upon written consent of the Service Provider, to be granted in its sole discretion; such consent will include, if applicable, a good faith agreement in writing by both Parties of the increase or decrease in Service Fees as a result of such Compliance Service Change. All Costs incurred by the Service Provider (other than those already included in any changed Service Fees) in providing any changed scope or volume or relocation of Services shall be borne by the Service Recipient. (e) To the extent that a Service Recipient desires to pass through its receipt of a Service to a third party (“Third Party Recipient”) in connection with a sale or divestiture of a business, product or asset to such Third Party Recipient (whether by sale, license or otherwise) (a “Service Recipient Change”), it shall submit a written request for such Service Recipient Change to the Service Provider in the form set forth in Exhibit F. Any Service Recipient Change shall only be allowed upon written consent of the Service Provider, to be granted in its sole discretion; with the understanding that the Service Provider anticipates that any such consent would only be granted on condition that the Service Recipient enters into a written agreement (such agreement to be approved in advance by the Service Provider) with the Third Party Recipient whereby such Third Party Recipient agrees to be bound by terms and conditions that are no less restrictive than those set forth in this Agreement. The Service Recipient shall continue to be fully liable to the Service Provider (including for the payment of all Service Fees related to the relevant Service being passed through to the Third Party Recipient) and, as between the Parties, to all other Persons, for the failure of any Third Party Recipient to comply with such written agreement to the same extent that the Service Recipient would have been had the Service Recipient failed to comply with this Agreement. Any such written agreement shall automatically terminate upon the termination of this Agreement or the relevant Service that is being passed through to such

Service Changes. (a) Subject If either Party wishes to Section 2.8(b) change the scope or performance of the Services, it shall submit the requested change to the other Party in writing with reasonable detail depending on the scope and Section 2.8(c) (as applicable), complexity of the requested change. Service Provider shall be required to provide the Services only for the benefit of the shall, within a reasonable time after such request (and, if such request is initiated by Service Recipient, and if any not more than [***] Business Days after receipt of Service was provided by the Recipient’s written request, unless Service Provider notifies Service Recipient that an extension will be required due to the Animal Health Business or the Retained Business, as applicable, only nature and complexity of the same scoperequest), provide a written estimate to Service Recipient of: (i) the likely time required to implement the change; (ii) any necessary variations to the Fees and only other charges for the same volume of Services arising from the change; (plus any organic internal growth in such volume that is reasonably expected as iii) the likely effect of the Effective Date)change on the Services, including any known Dependent Services; and only to (iv) any other impact the same locations, that such Services were provided by change might have on the Service Provider to the Animal Health Business or the Retained Business, as applicable, in the ordinary course as performance of this Agreement. Promptly after receipt of the Effective Datewritten estimate, the Parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party shall be bound by any Change Order unless mutually agreed in writing. (b) To The Parties acknowledge that any Service Change may result in Service Provider Parties being unable to continue the extent that Service Recipient desires provision of all or a change to the scope or volume portion of a Scheduled Service from the scope or volume at which such Scheduled Service was provided by the Service Provider to the Animal Health Business or the Retained Business, as applicable, in the ordinary course as of the Effective Date (a “Service Change”), it shall submit such a written request for such Service Change subject to the Service Change or a related Service (any such affected Services, the “Dependent Services”). If a Service Change that would result in Dependent Services was requested by Service Recipient, Service Provider shall notify Service Recipient within [***] Business Days, and Service Recipient shall have [***] Business Days from receipt of such notice to confirm in writing to Service Provider that it still wishes to request the form set forth in Exhibit F. Any applicable Service Change. If Service Recipient does not provide such confirmation, Service Recipient’s original request for a Service Change shall only be implemented upon written consent of the Service Provider, to be granted in its sole discretion; such consent deemed withdrawn and will include, if applicable, a good faith agreement in writing by both Parties of the increase or decrease in Service Fees as a not result of such Service Change. All Costs incurred by Service Provider (other than those already included in any changed Service Fees) in providing such changed scope or volume of Scheduled Services shall be borne by the Service Recipientchange an existing Service. (c) To the extent that The out-of-pocket expenses (but not internal costs) actually incurred by Service Recipient desires Provider relating to change the location to which: any Service Change shall be borne by (i) any Scheduled Service is provided from the location to which such Scheduled Service was provided by the Service Provider to the Animal Health Business or the Retained Business, as applicable, in the ordinary course as of the Effective Date; or (ii) any In-Flight Project, BAU for requests made by Service or Program Service is initially provided (each of (i) Provider and (ii) an “Approved Service Change”), it Recipient for requests made by Service Recipient. Each Party shall submit written notice of such Approved bear its own internal costs relating to any Service Change to Service Provider, and the Parties will work together in good faith to implement such Approved Service Change, including agreeing in good faith in writing as to the increase or decrease in Service Fees as a result of such Approved Service Changerequested by either Party. All Costs incurred by Service Provider (other than those already included in any changed Service Fees) in providing such relocation of Services shall be borne by the Service Recipient. (d) To the extent that the Service Recipient believes in good faith that a change to the term or scope of a Service or the relocation of a Service is required to remain in compliance with applicable Law (a “Compliance Service Change”), it shall submit a written request for such Compliance Service Change to the Service Provider in the form set forth in Exhibit F. If the Service Provider agrees that such Compliance Service Change is so required, the Parties will work together in good faith to implement such Compliance Service Change, including agreeing in good faith in writing as to the increase or decrease in Service Fees as a result of such Compliance Service Change. If the Service Provider does not agree that such Compliance Service Change is so required and the Service Recipient still desires such Compliance Service Change, the Service Recipient shall provide the Service Provider with a good faith written opinion from a relevant subject matter expert which confirms that such Compliance Service Change is so required. After the Service Provider has had opportunity to review such opinion and engage, as necessary, with the subject matter expert, such Compliance Any Service Change shall only be implemented upon written consent of the Service Provider, to be granted in its sole discretion; such consent will includesubject to, if applicable, a good faith agreement in writing by both Parties of the increase or decrease in Service Fees as a result of such Compliance Service Change. All Costs incurred by the Service Provider (other than those already included in any changed Service Fees) in providing necessary Consent under any changed scope or volume or relocation of Services relevant Contracts with third parties, which Consents shall be borne by the Service Recipient. (e) To the extent that a Service Recipient desires to pass through its receipt of a Service to a third party (“Third Party Recipient”) sought in connection accordance with a sale or divestiture of a business, product or asset to such Third Party Recipient (whether by sale, license or otherwise) (a “Service Recipient Change”Section 3.2(c), it shall submit a written request for such Service Recipient Change to the Service Provider in the form set forth in Exhibit F. . Any Service Recipient Change shall only automatically be allowed upon written consent of the Service Provider, deemed to be granted in its sole discretion; with the understanding that the Service Provider anticipates that any such consent would only be granted on condition that the Service Recipient enters into a written agreement (such agreement to be approved in advance by the Service Provider) with the Third Party Recipient whereby such Third Party Recipient agrees to be bound by terms and conditions that are no less restrictive than those set forth in this Agreement. The Service Recipient shall continue to be fully liable to the Service Provider (including for the payment of all Service Fees related to amend the relevant Services on the applicable Service being passed through to the Third Party Recipient) and, as between the Parties, to all other Persons, for the failure of any Third Party Recipient to comply with such written agreement to the same extent that the Service Recipient would have been had the Service Recipient failed to comply with this Agreement. Any such written agreement shall automatically terminate upon the termination of this Agreement or the relevant Service that is being passed through to suchSchedule.