Common use of Service Quality Clause in Contracts

Service Quality. (a) Provider will provide, or cause to be provided, the Services in accordance with Provider’s standard policies, procedures and practices in effect with respect to the Vistana Business as of the Effective Date, as the same may be changed from time to time. In providing the Services, Provider shall at all times exercise the same care and skill it exercises in performing like services for itself and other third parties, including franchisees. Recipient acknowledges that Provider is not in the business of providing the Services and is providing the Services to Recipient solely for the purpose of facilitating the transactions contemplated by the Merger Agreement. (b) Notwithstanding anything to the contrary herein, Provider shall have the right to shut down temporarily for routine scheduled maintenance purposes (which shall be substantially consistent with Provider’s operations and maintenance policies as of the Effective Date) the operation of the facilities, networks and/or systems providing any Service whenever in its judgment, reasonably exercised, such action is necessary; provided that Provider shall notify Recipient as much in advance as reasonably practicable under the circumstances that such shutdown is planned, and such shutdown shall take place outside normal business hours, or if not so possible, during a period that does not unduly and adversely affect Recipient’s operations to which the provision of such Service relates. In the event nonscheduled maintenance is reasonably necessary, Provider shall notify Recipient as much in advance as reasonably practicable under the circumstances. Provider shall be relieved of its obligations to provide Services (and Recipient shall be relieved of its obligation to pay for such affected Service(s) to the extent such Services are not performed or have not already been performed by Provider) that require the use of such facilities, networks or systems only for the period of time that such facilities, networks and/or systems are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to disrupt the conduct of the business of Recipient in the ordinary course. Provider shall consult with Recipient prior to temporary shutdowns to the extent reasonably practicable or, if not reasonably practicable, immediately thereafter in order to establish alternative sources for such Services. To the extent commercially reasonable, Provider will afford Recipient the benefit of any arrangements for substitute services that Provider makes on its own behalf. (c) Provider shall maintain during the term of this Agreement its corporate level business continuity/disaster recovery plan (“Recovery Plan”), which plan shall prescribe actions to be taken with respect to continuation and recovery of any of Provider’s computer resources and network processes used to provide the Services. In the event of a business disaster with respect to Provider that disrupts any “mission critical” computer resources or network processes used to provide the Services, Provider will use commercially reasonable efforts to continue and recover such computer resources and network processes within 24 hours from the occurrence of such business disaster causing a disruption in the Services, except that Provider’s Data Warehouse and StarwoodOne systems may require additional recovery times beyond such 24 hour window but in no event more than a commercially reasonable timeframe following the occurrence of such business disaster. For purposes hereof, “mission-critical” computer resources or network processes are those which if not operating, would cause the cessation of, or significant adverse impact upon, the Vistana Business. (d) EXCEPT AS EXPRESSLY SET FORTH IN Section 2.4(c), THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM OR USAGE IN THE TRADE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.

Service Quality. (a) Provider will provide, or cause to be providedUnless otherwise agreed in writing by the Parties, the Services shall be performed by Seller for Buyer in accordance a manner and quality that are substantially consistent with Provider’s standard policiesSeller's past practice in performing the Services for the Business, procedures and practices Buyer shall use such Services in effect substantially the same manner as they were used by Seller in the past practice of the Business. Seller shall act under this Agreement solely as an independent contractor and not as an agent of Buyer. All employees and representatives providing the Services shall be under the direction, control and supervision of Seller (and not of Buyer), and Seller shall have the sole right to exercise all authority with respect to the Vistana Business as such employees and representatives and in no event shall such employees and representatives be deemed to be employees or agents of the Effective Date, as the same may be changed from time to time. In providing the Services, Provider shall at all times exercise the same care and skill it exercises in performing like services for itself and other third parties, including franchisees. Recipient acknowledges that Provider is not in the business of providing the Services and is providing the Services to Recipient solely for the purpose of facilitating the transactions contemplated by the Merger AgreementBuyer. (b) Notwithstanding anything to the contrary herein, Provider Seller shall have the right to shut down temporarily for routine scheduled maintenance purposes (which shall be substantially consistent with Provider’s operations and maintenance policies as of the Effective Date) the operation of the facilities, networks and/or systems facilities providing any Service whenever in its judgment, reasonably exercised, such action is necessary; provided , provided, that Provider such shut down shall not adversely and unduly affect Buyer's operations to which the provision of Services relate. In the event maintenance is nonscheduled, Seller shall notify Recipient Buyer as much in advance as reasonably practicable under the circumstances that such shutdown is planned, and such shutdown shall take place outside normal business hours, or if not so possible, during a period that does not unduly and adversely affect Recipient’s operations to which the provision of such Service relates. In the event nonscheduled maintenance is reasonably necessary, Provider shall notify Recipient as much in advance as reasonably practicable required. Unless not feasible under the circumstances, this notice shall be given in writing. Provider Where written notice is not feasible, Seller shall give prompt oral notice, which notice shall be promptly confirmed in writing by Seller. Seller shall be relieved of its obligations to provide Services (and Recipient shall be relieved of its obligation to pay for such affected Service(s) to the extent such Services are not performed or have not already been performed by Provider) that require the use of such facilities, networks or systems only for the period of time that such facilities, networks and/or systems its facilities are so shut down but shall use diligent and commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to inconvenience or disrupt the conduct of the business of Recipient in the ordinary courseBusiness by Buyer. Provider Seller shall consult with Recipient Buyer prior to temporary shutdowns to the extent reasonably practicable or, if not reasonably practicable, immediately thereafter in order to establish alternative sources for such Servicesservices. To the extent commercially reasonable, Provider Seller will afford Recipient Buyer the benefit of any arrangements for substitute services that Provider Seller makes on its own behalf. (c) Provider shall maintain during the term of this Agreement its corporate level business continuity/disaster recovery plan (“Recovery Plan”), which plan shall prescribe actions to be taken with respect to continuation and recovery of any of Provider’s computer resources and network processes used to provide the Services. In the event of a business disaster with respect to Provider that disrupts any “mission critical” computer resources or network processes used to provide the Services, Provider will use commercially reasonable efforts to continue and recover such computer resources and network processes within 24 hours from the occurrence of such business disaster causing a disruption in the Services, except that Provider’s Data Warehouse and StarwoodOne systems may require additional recovery times beyond such 24 hour window but in no event more than a commercially reasonable timeframe following the occurrence of such business disaster. For purposes hereof, “mission-critical” computer resources or network processes are those which if not operating, would cause the cessation of, or significant adverse impact upon, the Vistana Business. (d) EXCEPT AS EXPRESSLY SET FORTH IN Section 2.4(c), THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM OR USAGE IN THE TRADE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.

Service Quality. (a1) Provider In addition to any other rights and remedies that may be available to Alliance, Equitable will provideuse reasonable procedures to detect, identify and correct errors or cause to be provided, mistakes in the Services in accordance with Provider’s standard policies, procedures and practices in effect with respect to the Vistana Business as will promptly notify Alliance of the Effective Date, as the same may be changed from time to timeany such errors or mistakes. In the event of any breach of Equitable’s Service obligations which causes an error or mistake in any record, report, data, information or output, Equitable shall at its own expense, promptly use reasonable efforts to correct and reprocess such records, reports, data, information or output. In the event of any failure or omission in Equitable’s provision of Services, Equitable shall use reasonable efforts to correct such failure or omission in Service. Equitable’s obligations under this Subsection 13(l) shall be conditional upon Alliance providing Equitable with prompt written notice of errors or mistakes in processing, and errors or omissions in the Services, Provider shall at and providing Equitable with all times exercise the same care and skill it exercises in performing like services for itself and other third parties, including franchisees. Recipient acknowledges that Provider is not in the business of providing the Services and is providing the Services to Recipient solely for the purpose of facilitating the transactions contemplated by the Merger Agreementnecessary supporting documentation. (b2) Notwithstanding anything If Equitable, for any reason whatsoever, fails to correct any failure to provide the contrary hereinServices pursuant to such Subsection 13(l) hereof, Provider notwithstanding any other right of, or remedy that may be available to Alliance in such event, Alliance shall have the right to shut down temporarily correct such failure, either directly or indirectly with the assistance of another person it may retain, if such failure continues for routine scheduled maintenance purposes (which shall be substantially consistent with Provider’s operations and maintenance policies as of the Effective Date) the operation of the facilities, networks and/or systems providing any Service whenever in its judgment, reasonably exercised, such action is necessary; provided that Provider shall notify Recipient as much in advance as reasonably practicable under the circumstances that such shutdown is planned, and such shutdown shall take place outside normal business hours, or if not so possible, during a period that does not unduly and adversely affect Recipient’s operations to which the provision of such Service relates. In the event nonscheduled maintenance is reasonably necessary, Provider shall notify Recipient as much in advance as reasonably practicable under the circumstances. Provider shall be relieved of its obligations to provide Services (and Recipient shall be relieved of its obligation to pay for such affected Service(s) to the extent such Services are not performed or have not already been performed by Provider) that require the use of such facilities, networks or systems only for the an aggregate period of time that such facilities, networks and/or systems are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to disrupt the conduct of the business of Recipient in the ordinary course. Provider shall consult with Recipient prior to temporary shutdowns to the extent reasonably practicable or, if not reasonably practicable, immediately thereafter in order to establish alternative sources for such Services. To the extent commercially reasonable, Provider will afford Recipient the benefit of any arrangements for substitute services that Provider makes on its own behalf. sixty (c60) Provider shall maintain days during the term of this Agreement its corporate level business continuity/disaster recovery plan (“Recovery Plan”), which plan shall prescribe actions to be taken with respect to continuation and recovery of any of Provider’s computer resources and network processes used to provide the ServicesAgreement. In the event Alliance chooses to either directly or indirectly correct such failure, Equitable shall fully cooperate with Alliance or any of a business disaster Alliance’s representatives, to facilitate such correction, including without limitation permitting reasonable access under Equitable supervision and in accordance with respect Equitable’s access policy to Provider that disrupts Equitable EDP Facility, reasonable access to and the assistance of Equitable’s relevant operational personnel, and all relevant records, reports, information and documentation concerning such failed Service obligation and shall reimburse Alliance for costs necessarily and actually incurred in correcting such failure. In such event, credits due under Schedule A shall not apply. Once the failure is corrected by Alliance, service shall be transitioned back to Equitable and the service levels of Schedule A and any “mission critical” computer resources or network processes used to provide the Services, Provider will eligibility for credits shall be reinstated. (3) Equitable shall: (i) use commercially its reasonable efforts to continue provide all of the Services in a manner, and recover such computer resources to an extent, that shall facilitate and network processes within 24 hours from promote the occurrence transparent and so-called “seamless” provision of such business disaster causing a disruption services by Alliance to its customers; and (ii) provide appropriate personnel, services and technology to protect the security, welfare and integrity of all Alliance’s data and information, including all Alliance Confidential Information (as defined in the Services, except that Provider’s Data Warehouse and StarwoodOne systems may require additional recovery times beyond such 24 hour window but in no event more than a commercially reasonable timeframe following the occurrence of such business disaster. For purposes hereof, “mission-critical” computer resources or network processes are those which if not operating, would cause the cessation of, or significant adverse impact upon, the Vistana BusinessSchedule H). (d4) EXCEPT AS EXPRESSLY SET FORTH IN Section 2.4(c)The parties shall, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND PROVIDER MAKES NO REPRESENTATIONSin good faith and diligently, WARRANTIES OR COVENANTS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM OR USAGE IN THE TRADE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMEDwork together and cooperate with each other concerning the provision of all of the Services to Alliance.

Service Quality. (a) Provider will provide, or cause to be providedUnless otherwise agreed in writing by the Parties, the Services shall be performed by Seller for Buyer in accordance a manner and quality that are substantially consistent with Provider’s standard policiesSeller's past practice in performing the Services for the Business, procedures and practices Buyer shall use such Services in effect substantially the same manner as they were used by Seller in the past practice of the Business. Seller shall act under this Agreement solely as an independent contractor and not as an agent of Buyer. All employees and representatives providing the Services shall be under the direction, control and supervision of Seller (and not of Buyer), and Seller shall have the sole right to exercise all authority with respect to the Vistana Business as such employees and representatives and in no event shall such employees and representatives be deemed to be employees or agents of the Effective Date, as the same may be changed from time to time. In providing the Services, Provider shall at all times exercise the same care and skill it exercises in performing like services for itself and other third parties, including franchisees. Recipient acknowledges that Provider is not in the business of providing the Services and is providing the Services to Recipient solely for the purpose of facilitating the transactions contemplated by the Merger AgreementBuyer. (b) Notwithstanding anything to the contrary herein, Provider Seller shall have the right to shut down temporarily for routine scheduled maintenance purposes (which shall be substantially consistent with Provider’s operations and maintenance policies as of the Effective Date) the operation of the facilities, networks and/or systems facilities providing any Service whenever in its judgment, reasonably exercised, such action is necessary; provided , provided, that Provider such shut down shall not adversely and unduly affect Buyer's operations to which the provision of Services relate. Seller shall notify Recipient Buyer as much in advance as reasonably practicable under the circumstances that such shutdown is planned, and such shutdown shall take place outside normal business hours, or if not so possible, during a period that does not unduly and adversely affect Recipient’s operations to which the provision of such Service relates. In the event nonscheduled maintenance is reasonably necessary, Provider shall notify Recipient as much in advance as reasonably practicable required. Unless not feasible under the circumstances, this notice shall be given in writing. Provider Where written notice is not feasible, Seller shall give prompt oral notice to Buyer, which notice shall be promptly confirmed in writing by Seller. Seller shall be relieved of its obligations to provide Services (and Recipient shall be relieved of its obligation to pay for such affected Service(s) to the extent such Services are not performed or have not already been performed by Provider) that require the use of such facilities, networks or systems only for the period of time that such facilities, networks and/or systems its facilities are so shut down but shall use diligent and commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to inconvenience or disrupt the conduct of the business of Recipient in the ordinary courseBusiness by Buyer. Provider Seller shall consult with Recipient Buyer prior to temporary shutdowns to the extent reasonably practicable or, if not reasonably practicable, immediately thereafter in order to establish alternative sources for such Servicesservices. To the extent commercially reasonable, Provider Seller will afford Recipient Buyer the benefit of any arrangements for substitute services that Provider Seller makes on its own behalf. (c) Provider shall maintain during the term of this Agreement its corporate level business continuity/disaster recovery plan (“Recovery Plan”), which plan shall prescribe actions to be taken with respect to continuation and recovery of any of Provider’s computer resources and network processes used to provide the Services. In the event of a business disaster with respect to Provider that disrupts any “mission critical” computer resources or network processes used to provide the Services, Provider will use commercially reasonable efforts to continue and recover such computer resources and network processes within 24 hours from the occurrence of such business disaster causing a disruption in the Services, except that Provider’s Data Warehouse and StarwoodOne systems may require additional recovery times beyond such 24 hour window but in no event more than a commercially reasonable timeframe following the occurrence of such business disaster. For purposes hereof, “mission-critical” computer resources or network processes are those which if not operating, would cause the cessation of, or significant adverse impact upon, the Vistana Business. (d) EXCEPT AS EXPRESSLY SET FORTH IN Section 2.4(c), THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM OR USAGE IN THE TRADE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.

Service Quality. (a) Provider will provide, or cause to be providedUnless otherwise agreed in writing by the Parties, the Services will be performed by Seller for Buyer in accordance a manner that is substantially consistent with Provider’s standard policiesthe manner in which such Services were generally performed by Seller for the Business prior to the date of this Agreement, procedures and practices Buyer shall use such Services for substantially the same purpose and in effect substantially the same manner as the Business had used such Services prior to the date hereof. Seller shall exercise the same degree of skill and care in rendering or providing the Services pursuant to this Agreement as the Seller has exercised in the past in rendering or providing such services to the Business and as Seller exercises in performing such services in its own business. Seller shall act under this Agreement solely as an independent contractor and not as an agent of Buyer. All employees and representatives providing the Services will be under the direction, control and supervision of Seller (and not of Buyer), and Seller will have the sole right to exercise all authority with respect to such employees and representatives and in no event will such employees and representatives be deemed to be employees or agents of Buyer. All persons employed by Seller in the Vistana Business as performance of the Effective Date, as obligations of Seller hereunder shall be the same may be changed from time to time. In providing sole responsibility of Seller and the Services, Provider Buyer shall at all times exercise the same care and skill it exercises in performing like services for itself and other third parties, including franchisees. Recipient acknowledges that Provider is not in the business of providing the Services and is providing the Services to Recipient solely for the purpose of facilitating the transactions contemplated by the Merger Agreementhave no obligation or responsibility with respect thereto. (b) Notwithstanding anything to the contrary herein, Provider shall Seller will have the right to shut down temporarily for routine scheduled maintenance purposes (which shall be substantially consistent with Provider’s operations and maintenance policies as of the Effective Date) the operation of the facilities, networks and/or systems facilities providing any Service whenever in its judgment, reasonably exercised, such action is necessary; provided that Provider . In the event maintenance is nonscheduled, Seller shall notify Recipient Buyer as much in advance as reasonably practicable under the circumstances that such shutdown is planned, and such shutdown shall take place outside normal business hours, or if not so possible, during a period that does not unduly and adversely affect Recipient’s operations to which the provision of such Service relates. In the event nonscheduled maintenance is reasonably necessary, Provider shall notify Recipient as much in advance as reasonably practicable required. Unless not feasible under the circumstances, this notice will be given in writing. Provider Where written notice is not feasible, Seller shall give prompt oral notice, which notice will be promptly confirmed in writing by Seller and Buyer. Seller will be relieved of its obligations to provide Services (and Recipient shall be relieved of its obligation to pay for such affected Service(s) to the extent such Services are not performed or have not already been performed by Provider) that require the use of such facilities, networks or systems only for during the period of time that such facilities, networks and/or systems its facilities are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to inconvenience or disrupt the conduct of the business of Recipient in the ordinary course. Provider shall consult with Recipient prior to temporary shutdowns to the extent reasonably practicable or, if not reasonably practicable, immediately thereafter in order to establish alternative sources for such Services. To the extent commercially reasonable, Provider will afford Recipient the benefit of any arrangements for substitute services that Provider makes on its own behalfBusiness by Buyer. (c) Provider shall maintain during the term of this Agreement its corporate level business continuity/disaster recovery plan (“Recovery Plan”), which plan shall prescribe actions to be taken with respect to continuation and recovery of any of Provider’s computer resources and network processes used to provide the Services. In the event of a business disaster with respect to Provider that disrupts any “mission critical” computer resources or network processes used to provide the Services, Provider will use commercially reasonable efforts to continue and recover such computer resources and network processes within 24 hours from the occurrence of such business disaster causing a disruption in the Services, except that Provider’s Data Warehouse and StarwoodOne systems may require additional recovery times beyond such 24 hour window but in no event more than a commercially reasonable timeframe following the occurrence of such business disaster. For purposes hereof, “mission-critical” computer resources or network processes are those which if not operating, would cause the cessation of, or significant adverse impact upon, the Vistana Business. (d) EXCEPT AS EXPRESSLY SET FORTH IN Section 2.4(c), THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM OR USAGE IN THE TRADE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.