Common use of Services and Scope of Services Clause in Contracts

Services and Scope of Services. 1.1 During the Term (as defined in Section 2.2) of this Agreement, Connexions hereby engages SkyMall to provide, and SkyMall hereby agrees to provide or cause to be provided to Connexions, for the Acquired Business (a) any and all services of the nature provided to the Acquired Business during the twelve month period immediately prior to the Closing Date (including, for the avoidance of doubt, in respect of Persons that become clients or customers of the Acquired Business after the Closing Date), and (b) additional services as agreed, in each case, within the categories of services identified in Exhibit A attached hereto and made a part hereof (as from time to time added to or deleted from such attachments pursuant to this Agreement) (all such services provided pursuant to this Agreement being collectively referred to hereinafter as the “Services”). SkyMall shall not enter into any agreement or contract with any third party to provide any Services hereunder pursuant to which either Connexions or the Acquired Business would remain obligated to such third party upon the conclusion of this Agreement without Connexions’ prior written consent. 1.2 Certain Services are currently provided to SkyMall and the affiliated companies (for the Acquired Business) by other companies which are affiliated with SkyMall, or pursuant to certain shared service or cost agreements by and between SkyMall and various companies affiliated with SkyMall. SkyMall shall take such steps as are necessary and appropriate to cause the various SkyMall-affiliated entities to provide Services to Connexions for the Acquired Business. 1.3 SkyMall is not aware of any material third party provider whose consent or waiver is required to provide the Services hereunder, except where other providers are readily available should consent and waiver not be obtained. 1.4 With respect to Services that are currently outsourced by SkyMall to third parties, SkyMall shall use commercially reasonable best efforts to cause such third parties to provide Services to the Acquired Business, but in each case, only in accordance with the terms and conditions of this Agreement. In the event SkyMall is not able to secure the agreement of any third party to provide Services to the Acquired Business, the Parties will mutually cooperate to obtain substantially similar services from another source on substantially similar terms and conditions as those currently being provided, and Connexions shall be responsible for the costs and expenses of any such services provided by an alternate source. 1.5 In the event there is any restriction on SkyMall under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of the Services, SkyMall shall use its reasonable efforts promptly (a) to obtain any necessary consents from such third party or to modify such existing contract to enable SkyMall to provide such Services to the Acquired Business at the Services Standards (defined below) or (b) if any such consent or modification cannot be obtained as a result of such efforts, to (i) facilitate Connexions’ entering into a new contract with such third party or an alternate provider in order to provide such Services to the Acquired Business in a manner as closely as possible to the Services Standards; or (ii) adopt alternative approaches to allow SkyMall to provide the Services to the Acquired Business without such required consent. To the extent Connexions enters into a new contract pursuant to Clause (b)(i) above, Connexions shall be responsible for all costs and expenses of any services provided pursuant to such new contract. 1.6 SkyMall shall use commercially reasonable best efforts to obtain any required licenses or license modifications for software used to provide Services to Connexions if such licenses or license modifications are required by the software owner; the Parties hereto agree that any license fees for services provided hereunder shall be paid by Connexions. 1.7 SkyMall shall provide or cause to be provided the personnel, facilities, equipment, systems and management to perform the Services at the highest of (a) the service levels provided by SkyMall to the Acquired Business during the twelve month period immediately preceding the Closing Date, (b) the service levels required by the applicable Contracts between the Acquired Business and its customers, suppliers or other relevant third parties in effect on the date hereof (including in connection with and following termination thereof), and (c) with respect to any new contracts entered into by the Acquired Business after the Closing Date, such service levels as are mutually agreed between SkyMall and Connexions following good faith negotiations (such service levels, the “SkyMall Standards” or “Services Standards”) unless otherwise specified on the Exhibits hereto. If SkyMall is unable to provide any such Services to the Services Standards, the Parties shall collaborate to obtain equivalent replacement services, which shall be acceptable to Connexions. Connexions shall be responsible for all costs and expenses of any such replacement services. 1.8 For the avoidance of doubt, without the prior written consent of Connexions, if any employee of SkyMall or another provider of Services hereunder voluntarily terminates their employment (a) SkyMall shall not be entitled to terminate a Service to Connexions if SkyMall otherwise provides a comparable service to one or more other businesses of SkyMall that would not be terminated, and (b) SkyMall shall not be entitled to reduce the Services in a manner that disproportionately affects the Service provided to Connexions as compared to a similar service otherwise provided to SkyMall or its affiliated companies.

Services and Scope of Services. 1.1 During the Term (as defined in Section 2.22.1) of this Agreement, Connexions Affinion hereby engages SkyMall TLG to provide, and SkyMall TLG hereby agrees to provide or cause to be provided to ConnexionsAffinion, for the Acquired Business (a) any and all services of the nature provided to the Acquired Business during the twelve month period immediately prior to the Closing Date (including, for as defined in the avoidance of doubt, in respect of Persons that become clients or customers of the Acquired Business after the Closing Date), and (bPurchase Agreement) additional services as agreed, in each case, within the categories of services identified in Exhibit A attached hereto and made a part hereof (as from time to time added to or deleted from such attachments pursuant to this Agreement) (all such services provided pursuant to this Agreement being collectively referred to hereinafter as the “Services”). SkyMall TLG shall not enter into any agreement or contract with any third party to provide any Services hereunder pursuant to which either Connexions Affinion or the Acquired Business would remain obligated to such third party upon the conclusion of this Agreement without Connexions’ Affinion’s prior written consent. 1.2 Certain Services are currently provided to SkyMall TLG and the its affiliated companies (for the Acquired BusinessCLTS and LTA as well as other businesses of TLG) by other companies which are affiliated with SkyMallTLG, or pursuant to certain shared service or cost agreements by and between SkyMall TLG and various companies affiliated with SkyMallTLG. SkyMall TLG shall take such steps as are necessary and appropriate to cause the various SkyMallTLG-affiliated entities to provide Services to Connexions Affinion for the Acquired Business. 1.3 SkyMall TLG is not aware of any material third party provider whose consent or waiver is required to provide the Services hereunder, except where other providers are readily available should consent and waiver not be obtained. 1.4 With respect to Services that are currently outsourced by SkyMall TLG to third parties, SkyMall TLG shall use commercially reasonable best efforts to cause such third parties to provide Services to the Acquired Business, but in each case, only in accordance with the terms and conditions of this Agreement. In the event SkyMall TLG is not able to secure the agreement of any third party parties to provide Services to the Acquired Business, the Parties will mutually cooperate to obtain substantially similar services from another source on substantially similar terms and conditions as those currently being provided, and Connexions shall be responsible for the costs and expenses of any such services provided by an alternate source. 1.5 In the event there is any restriction on SkyMall under an existing contract with a third party that would restrict the nature, quality or standard of care applicable to delivery of the Services, SkyMall shall use its reasonable efforts promptly (a) to obtain any necessary consents from such third party or to modify such existing contract to enable SkyMall to provide such Services to the Acquired Business at the Services Standards (defined below) or (b) if any such consent or modification cannot be obtained as a result of such efforts, to (i) facilitate Connexions’ entering into a new contract with such third party or an alternate provider in order to provide such Services to the Acquired Business in a manner as closely as possible to the Services Standards; or (ii) adopt alternative approaches to allow SkyMall to provide the Services to the Acquired Business without such required consent. To the extent Connexions enters into a new contract pursuant to Clause (b)(i) above, Connexions shall be responsible for all costs and expenses of any services provided pursuant to such new contract. 1.6 SkyMall TLG shall use commercially reasonable best efforts to obtain any required licenses or license modifications for software used to provide Services to Connexions Affinion if such licenses or license modifications are required by the software owner; the Parties hereto agree that any license fees for services provided hereunder shall be paid by ConnexionsAffinion. 1.7 SkyMall 1.6 TLG shall provide or cause to be provided the personnel, facilities, equipment, systems and management to perform the Services at (but only to the highest of (a) extent the service levels same are provided by SkyMall TLG to the Acquired Business during the twelve month period immediately preceding the Closing Date, (b) the service levels required by the applicable Contracts between the Acquired Business and its customers, suppliers or other relevant third parties in effect on the date hereof (including in connection with and following termination thereof), and (c) with respect to any new contracts entered into by the Acquired Business after the Closing Date, such service levels as are mutually agreed between SkyMall and Connexions following good faith negotiations (such service levels, the “SkyMall Standards” or “Services Standards”) unless otherwise specified on the Exhibits hereto, TLG shall use commercially reasonable efforts to provide or cause to be provided the Services in the manner and at a relative nature and quality of service substantially equivalent to that provided to the Acquired Business immediately prior to the Closing Date with the same standard of care that TLG provides its own businesses. The foregoing standards shall be referred to herein and in the Exhibits hereto as the “TLG Standards” or “Services Standards.” If SkyMall TLG is unable to provide any such Services to the Services Standardssame standard as is provided prior to the Closing Date, the Parties shall collaborate to obtain equivalent replacement services, which shall be acceptable to Connexions. Connexions shall be responsible for all costs and expenses of any such replacement servicesAffinion. 1.8 For 1.7 Neither TLG nor any of its affiliated companies will be required to stay in business, replace employees who voluntarily terminate their employment with TLG or the avoidance provider of doubtthe Services or take other measures solely to provide the Services to Affinion for the Acquired Business. Notwithstanding the foregoing, without the prior written consent of ConnexionsAffinion, if any employee of SkyMall or another provider of Services hereunder voluntarily terminates their employment (a) SkyMall TLG shall not be entitled to terminate a Service to Connexions Affinion if SkyMall TLG otherwise provides a comparable service to one or more other businesses of SkyMall TLG that would not be terminated, and (b) SkyMall in the event a Service is reduced, such reduction shall not be entitled to reduce the Services in a manner that disproportionately affects affect the Service provided to Connexions Affinion as compared to a similar service otherwise provided to SkyMall TLG or its affiliated companies. 1.8 Except as provided for in Article 14, Force Majeure, in the event TLG terminates or materially reduces the level of Service (other than in accordance with the terms hereof), Affinion shall have the right to immediately terminate its further obligations with regard to such Service or related component Services without cost or penalty to Affinion; provided, however, that Affinion shall give TLG fifteen (15) days prior written notice of its intention to terminate a Service due to TLG’s reduction of such Service and if, within fifteen (15) days of receipt of such notice, TLG increases such reduced level of Service to the level of Service prior to such reduction, Affinion shall not have the right to terminate such Service at such time. The Parties will refer any disputes with respect to this section to the Steering Committee for resolution in accordance with the Steering Committee procedures. Additionally, upon such termination of a Service by TLG, TLG will reimburse Affinion for all reasonable costs and expenses incurred by Affinion in connection with obtaining a replacement for such Service. The provisions of this Article 1.8 shall not apply in the event that TLG’s termination or service reduction is due to actions on the part of Affinion’s employees or agents.