Common use of Standard and Manner of Performance Clause in Contracts

Standard and Manner of Performance. (a) Except as otherwise provided herein or set forth on Exhibit A, Exhibit C or Exhibit D, the Service Provider shall use reasonable efforts to provide: (i) the Services in accordance with applicable Law, at standards of performance and with the degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide the Services to the Animal Health Business or the Retained Business, as applicable, in the twelve (12) months preceding the Effective Date; and (ii) the Program Services in accordance with applicable Law, at standards of performance and with a degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide similar services to the Retained Business in the twelve (12) months preceding the Effective Date. (b) The Service Provider shall have the right to perform its obligations under this Agreement through one or more of its Subsidiaries, and each of the foregoing may hire third party service providers to perform any of the Service Provider’s obligations hereunder, including to provide all or part of any Service hereunder; provided, however, that the Service Provider shall in all cases retain responsibility for the provision to the Service Recipient of the Services in accordance with this Agreement. (c) As between the Parties, except as otherwise agreed by the Parties in writing, the Service Provider shall have sole discretion and authority with respect to designating, employing, assigning, compensating and discharging personnel and third party service providers in connection with performance of the Services. All such personnel and third party service providers so assigned to perform the Services shall be appropriately skilled and qualified to do so as reasonably determined by the Service Provider. (d) Notwithstanding anything to the contrary herein, but subject to the Service Provider’s obligations to provide Services under this Agreement, the Service Provider shall not be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software, or retain any specific personnel or third party service providers in connection with its obligation to provide Services hereunder. (e) The Parties hereby acknowledge and agree that in the course of providing Services in accordance with the terms of this Agreement, the Service Provider may make certain errors or mistakes, which such errors or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient as a result of such errors or mistakes, and in addition, any costs suffered or incurred by the Service Provider as a result of such errors or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) as a Service Fee.

Standard and Manner of Performance. (a) Except as otherwise provided herein or set forth on Exhibit A, Exhibit C or Exhibit D, the Service Provider shall use reasonable efforts to provide: (i) the Services in accordance with applicable Law, at standards of performance and with the degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide the Services to the Animal Health Business or the Retained Business, as applicable, in the twelve (12) months preceding the Effective Date; and (ii) the Program Services in accordance with applicable Law, at standards of performance and with a degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide similar services to the Retained Business in the twelve (12) months preceding the Effective Date. (b) The Service Provider shall have the right to perform its obligations under this Agreement through one or more of its Subsidiaries, and each of the foregoing may hire third party service providers to perform any of the Service Provider’s obligations hereunder, including to provide all or part of any Service hereunder; provided, however, that the Service Provider shall in all cases retain responsibility for the provision to the Service Recipient of the Services in accordance with this Agreement. (c) As between the Parties, except as otherwise agreed by the Parties in writing, the Service Provider shall have sole discretion and authority with respect to designating, employing, assigning, compensating and discharging personnel and third party service providers in connection with performance of the Services. All such personnel and third party service providers so assigned to perform the Services shall be appropriately skilled and qualified to do so as reasonably determined by the Service Provider. (d) Notwithstanding anything to the contrary herein, but subject to the Service Provider’s obligations to provide Services under this Agreement, the Service Provider shall not be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software, or retain any specific personnel or third party service providers in connection with its obligation to provide Services hereunder. (e) The Parties hereby acknowledge and agree that in the course of providing Services in accordance with the terms of this Agreement, the Service Provider may make certain errors or mistakes, which such errors or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient as a result of such errors or mistakes, and in addition, any costs suffered or incurred by the Service Provider as a result of such errors or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) as a Service Fee.

Standard and Manner of Performance. (a) Except as otherwise provided herein Provider shall, or set forth on Exhibit A, Exhibit C or Exhibit D, the Service Provider shall use reasonable efforts to provide: (i) the Services in accordance with applicable Law, at standards of performance and with the degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide the Services to the Animal Health Business or the Retained Business, as applicable, in the twelve (12) months preceding the Effective Date; and (ii) the Program Services in accordance with applicable Law, at standards of performance and with a degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide similar services to the Retained Business in the twelve (12) months preceding the Effective Date. (b) The Service Provider shall have the right to perform its obligations under this Agreement through cause one or more of its SubsidiariesAffiliates to, and each use commercially reasonable efforts to provide to Recipient the Services with a level of quality substantially equivalent to the level of quality that such Services were provided by Provider or its Group to the Recipient or its Group in the ordinary course as of the foregoing may hire third party service providers to perform any of the Service Provider’s obligations hereunder, including to provide all or part of any Service hereunderEffective Date; provided, however, that nothing in this Agreement shall require Provider to prioritize or otherwise favor Recipient over any Third Parties or any of Provider’s or its Affiliates’ business operations. (b) Provider and its Affiliates shall have the Service Provider sole and exclusive responsibility and discretion to select and manage their personnel who provide the Services to be performed by them pursuant to this Agreement and shall supervise them in all cases retain responsibility connection with the performance of such Services. Such personnel shall be qualified, in the reasonable opinion of Provider, for the provision tasks to which they are assigned. Provider and its Affiliates shall have the Service Recipient of sole and exclusive responsibility and discretion to select and provide the equipment and systems necessary to deliver the Services in accordance with to be performed by them pursuant to this Agreement. (c) As between the Provider may use contractors, subcontractors, vendors or other third parties under contract with Provider (collectively, “Third Parties, except as otherwise agreed by the Parties in writing, the Service Provider shall have sole discretion and authority with respect ”) to designating, employing, assigning, compensating and discharging personnel and third party service providers in connection with performance provide some or all of the Services. All such personnel and third party service providers so assigned In the event that Provider uses any Third Parties to perform any Services, Provider shall remain responsible for the Services, including obligations to meet the standards set forth in Section 2.2(a), provided by each Third Party to the same extent as if Provider had performed the Services shall be appropriately skilled and qualified to do so as reasonably determined by the Service Provideritself. (d) Notwithstanding anything to the contrary herein, but subject to the Service Provider’s obligations to provide Services under this Agreement, the Service Provider shall not be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software, software or retain any specific personnel or third party Third Party service providers in connection with its obligation to provide Services hereunder. (e) The Parties hereby acknowledge and agree that in the course of providing Services in accordance with the terms of this Agreement, the Service Provider may make certain errors or mistakes, which such errors or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient as a result of such errors or mistakes, and in addition, any costs suffered or incurred by the Service Provider as a result of such errors or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) as a Service Fee.

Standard and Manner of Performance. (a) Except as otherwise provided herein or set forth on Exhibit A, Exhibit C or Exhibit D, the Service Provider shall use reasonable efforts to provide: (i) Each Party providing services (the Services in accordance with applicable Law“Service Provider”) shall, at standards of performance or shall cause its Affiliates and with Third Party Suppliers (as defined below) to, provide to the degree of care and skill substantially consistent with other Party (the standards of performance and degree of care and skill used to provide “Service Recipient”) the Services to the Animal Health Business or the Retained Business, as applicable, in the twelve (12) months preceding the Effective Date; and (ii) the Program Services in accordance with applicable Law, at standards of performance and with a degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide similar services to the Retained Business in the twelve (12) months preceding the Effective Date. (b) The be provided by such Service Provider shall have with reasonable skill and care (including through suitably skilled, experienced, and licensed personnel) in a professional manner and in compliance with Applicable Law. Notwithstanding the right to perform its obligations under foregoing and without limiting any other provision of this Agreement through one (including any schedule, exhibit or more of its Subsidiariesappendix hereto), and each of the foregoing may hire third party service providers to perform any of the Service Provider’s obligations hereunder, including to provide all or part of any Service hereunder; provided, however, that the Service Provider shall in all cases retain responsibility for the provision to the Service Recipient of the Services in accordance with this Agreement. (c) As between the Parties, except as unless otherwise agreed by the Parties in writing, the nature, scope and/or standard of care shall be no less than that which was provided to the Business (in the case of Seller Services) or to the Seller Group (in the case of Purchaser Services) in the ordinary course in the six (6) months immediately prior to the date of this Agreement. Unless otherwise agreed by the Parties in writing and save to the extent that the provision of Seller Services to complete the Seller Reorganization in accordance with the Steps Memo and the Separation Plans, Seller and its Affiliates and Third Party Suppliers shall be required to provide the Seller Services only for the benefit of the Purchaser Recipients, and only to the same scope, and only for the same volume of Seller Services, and only to the same Companies and Company Subsidiaries that such Seller Services were provided to the Business in the ordinary course in the six (6) months immediately prior to the date of this Agreement. (ii) In respect of those Services, if any, which are provided on a Service Provider’s behalf by a sub-contractor or other third party (each a “Third Party Supplier”) to the Service Recipient or any of its Affiliates, Service Provider shall have use its commercially reasonable efforts to, on a pass-through basis, cause such Third Party Supplier to provide such Services for the benefit of the Receiving Party (and such other Purchaser Recipients or Seller Recipients as Purchasers or Seller, as applicable, may from time to time direct) in the same manner and to the same standards (including as to service levels, if any) and with the same assurances and other contractual protections (including as to confidentiality and non-disclosure provisions) as the Service Provider or its Affiliates receives from the relevant Third Party Supplier in the applicable sub-contract or contract between the Service Provider or the relevant Affiliate and that Third Party Supplier. Without prejudice to the foregoing, each Service Recipient shall, during the Term, comply with, and shall not, without the prior written consent of the Service Provider (which such consent may be withheld in the sole discretion and authority with respect to designating, employing, assigning, compensating and discharging personnel and third party service providers in connection with performance of the Services. All such personnel and third party service providers so assigned to perform the Services shall be appropriately skilled and qualified to do so as reasonably determined by the Service Provider), seek to terminate, amend, waive, modify or restate any such contracts. (diii) Notwithstanding anything to Unless otherwise explicitly set forth in the contrary herein, but subject to the Service Provider’s obligations to provide Seller Services under this AgreementSchedule, the Service Provider Separation Plans or the Steps Memo, Seller shall not not, nor shall any of its Affiliates, be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software, software or retain any specific personnel or third party service providers Third Party Suppliers in connection with its obligation to provide the Seller Services. Unless otherwise set forth in the Purchaser Services hereunderSchedule, Purchasers shall not, nor shall any of their Affiliates, be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software or retain any specific personnel or Third Party Suppliers in connection with their obligation to provide the Purchaser Services. (eiv) The Parties hereby acknowledge Seller shall be responsible for the security of the accounts, files, data, information, assets, system(s), technical resources and agree that hardware (collectively, “Computer Systems”) to which it, and each of its Affiliates, provides access to Purchasers or any other Purchaser Recipient in the course of providing the Seller Services; provided, however, that Seller shall not be responsible for any damage, breach or other harm to any of its or its Affiliates’ Computer Systems if such damage, breach or harm is caused by an act or omission of any Purchaser Recipient or its employees, independent contractors or representatives. Purchasers shall be responsible for the security of the Computer Systems to which they, or any other Purchaser Recipients, provide access to Seller or its Affiliates in the course of providing the Seller Services; provided, however, that Purchasers shall not be responsible for any damage, breach or other harm to their or any other Purchaser Recipients’ Computer Systems if such damage, breach or harm is caused by an act or omission of Seller or any of its Affiliates or their respective employees, independent contractors or representatives. Each Party shall limit access to the other Party’s Computer Systems solely to the use of such Computer Systems for purposes of providing (in the case of Seller and its Affiliates) or receiving (in the case of Purchasers and the other Purchaser Recipients) Seller Services and shall not access or attempt to access any of such other Party’s Computer Systems other than those required for the Seller Services, or those that are publicly available. Each Party shall limit such access to those of its Third Party Suppliers, employees, independent contractors or representatives with a bona fide need to have such access in accordance connection with the terms Seller Services, and shall follow all the other Party’s security rules and procedures for restricting access to its Computer Systems in effect as of the date of this Agreement. All usernames (or other identification data), the Service Provider may make certain errors or mistakes, which pins and passwords disclosed to a Party and any information obtained by such errors or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient Party as a result of such errors or mistakesParty’s access to and use of the other Party’s Computer Systems shall be deemed to be, and treated as, Confidential Information hereunder. Without prejudice to its other obligations under this Agreement, the Parties and their respective Affiliates shall have the right to implement reasonable processes to protect their and their Affiliates’ information technology operating environment. If, in additionconnection with the Seller Services, any Party (or Affiliate thereof) deems it necessary to implement any information technology connections, firewalls or the like specifically in connection with such Seller Services, the costs suffered of implementing such measures shall be borne by such Party. Each Party shall not, and shall cause its respective Affiliates not to, tamper with, compromise or incurred circumvent any safety, security or audit measures employed by the other Party with respect to its Computer Systems. The Parties shall cooperate in the investigation of any apparent unauthorized access to either Party’s Computer Systems. (v) Service Provider may perform its obligations under this Agreement through one or more of its Affiliates, and each of the foregoing may hire or rely upon Third Party Suppliers to perform any of Service Provider’s obligations hereunder, including to provide all or part of any Service to be provided by it hereunder, provided that Service Provider shall remain ultimately responsible for the provision of the Services to be provided by it hereunder and all of its obligations hereunder. Service Recipient acknowledges and agrees that the Services provided by Service Provider or its Affiliates through Third Party Suppliers, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Without prejudice to the provisions of the Purchase Agreement, if any consent, authorization, order, approval or exemption (a “Third Party Consent”) is required to be obtained or made with respect to any third party relationship to enable the provision or receipt of the Services hereunder, excluding any Third Party Consents which are required in order to carry out any of the actions described in the Steps Memo, the Parties will use commercially reasonable efforts and cooperate in good faith to obtain them. Service Provider and its Affiliates shall be liable for the costs of obtaining any such Third Party Consents. Without prejudice to the foregoing, if the Parties are unable to obtain any Third Party Consent, they shall use commercially reasonable efforts to (A) negotiate in good faith reasonable modifications of the Services such that such Third Party Consent is not required and (B) implement such modifications. Service Provider will not be in breach of this Agreement as a result of such errors any non-performance of, or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) other effect upon, any applicable Services as a Service Feeresult of any failure to obtain any such consent, so long as it has otherwise complied with this Section 1(e)(v). (vi) Without prejudice to its obligations under this Agreement, Seller and its Affiliates shall have sole discretion and authority with respect to designating, employing, assigning, compensating, removing, replacing and discharging their respective personnel and Third Party Suppliers in connection with performance of the Seller Services.