Common use of Standard of Service Clause in Contracts

Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each of whose names, positions, and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each of whose names, positions, and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 ‎1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Datedate of this Agreement, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Datedate of this Agreement, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) The Service Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. providing (bor causing others to provide) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, it shall (and shall cause each affiliate or advisor and, to the extent practicable, any or other third-party service provider to): (i) conduct itself in accordance with (A) standards of quality consistent with the standards applied by the Service Provider as of the Effective Date with respect to the specific matters in question, and (B) standards of quality consistent with those applied by the Service Provider hereafter (or in the event of provision of Services by an unaffiliated third party, at the time of entry into such form subcontract) with respect to the specific matters in question in its own business; (ii) comply in all material respects with all laws, regulations and orders applicable to the conduct of the activities contemplated hereby; and (iii) comply in all material respects with any applicable standards, procedures, policies, operating guidelines, practices and instructions set forth in the Exhibits, describing the relevant Services. Notwithstanding the foregoing, it shall not be deemed to be a breach of this Agreement if the Service Provider fails to meet the standards required under this Section 1.6 because of the failure of a Service Recipient to cooperate with or provide information or services to the Service Provider as Recipient shall approverequired under this Agreement. (ca) In addition to the provisions of Section 1.6, if a Service Recipient desires a higher quality of the Services than the Service Provider shall use its best efforts is otherwise obligated to provide pursuant to Section 1.6 or any of the other provisions of this Agreement, including the Exhibits, such Service Recipient will be entitled to receive such higher level of quality after giving no less than 30 days’ prior written notice to the Service Provider if (i) such Service Recipient agrees to pay for employees or contractors to perform the Services, each of whose names, positions, all additional Actual Costs associated with such increased level and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change ii) in the Provider Representatives without the prior consent sole judgment of the Recipient. Provider Representatives shall be dedicated to solely providing Service Provider, such increased level does not impose an additional burden on the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Service Provider. (db) The Service Provider shall promptly notify the relevant Service Recipient acknowledges of any event or circumstance of which the Service Provider or any of its representatives has knowledge that this Agreement does not create would or would be reasonably likely to cause a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) disruption in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law Law and, except as specifically provided in the Service Exhibits and this Section 1.02, in a manner generally consistent with the historical provision conduct of the Services and with the same standard of care as historically providedutilized. Subject to Section 1.03, Provider agrees to (a) assign sufficient resources and qualified personnel as are reasonably required to perform the Services and (b) use commercially reasonable efforts to cause any applicable third-party providers to provide or to permit Provider to provide Services to Buyer in accordance with the standards set forth in the preceding sentence. (b) Except as expressly set forth in Section 1.02(a), Provider shall maintain complete makes no representations and accurate records relating warranties of any kind, implied or expressed, with respect to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each including, without limitation, no warranties of whose namesmerchantability or fitness for a particular purpose, positions, which are specifically disclaimed. Buyer acknowledges and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges agrees that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties parties and that all Services are provided by Provider as an independent contractor. (ec) Notwithstanding anything to the contrary in this Section 1.2: (a) in Agreement or the event that Service Exhibits, neither Provider uses any subcontractors nor its Affiliates shall be obligated to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintainprovide, or cause to be maintainedprovided, any Service (or portion thereof) to the extent performance of such Service (or portion thereof) would require Provider or any of its Affiliates to violate or breach (a) any applicable Law, (b) any contract with a third party or (c) changes to such Person’s written policies and procedures generally applicable to its other businesses or customers which are made after the Closing Date and which are necessary to (x) comply with applicable Law or (y) reasonably respond to a reasonably plausible security threat; provided, that for the avoidance of doubt, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintainsshall continue to be obligated to provide, or causes cause to be maintainedprovided, as of any such Services (or portions thereof) to the Effective Date, extent that doing so would not result in any such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenanceviolation or breach.

Standard of Service. (a) Provider Seller represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and Law in a manner that does not favor (in terms of quality or timeliness of service or the ability of employees providing the Services) any other Person over Buyer and, except as specifically provided in the Service Exhibit, in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. Seller agrees to assign sufficient resources and qualified personnel as are reasonably required to perform the Services in accordance with the standards set forth in the preceding sentence related to the provision of Services. Seller shall maintain in effect all insurance policies currently maintained by it (and shall not change or amend such policies), and, at Buyer’s request, Seller shall cause Buyer to be named as a loss payee and an additional insured thereunder (without any liability for any premiums) to the extent applicable to the Services. All personnel provided by Seller pursuant to this Agreement shall be Seller’s employees, contractors or agents, and in no event shall such personnel be deemed employees or agents of Newco. Seller may provide Services using permanent employees, contract employees or vendor employees as Seller shall deem appropriate for the work being performed. Further, it is understood and agreed that Seller may have been retaining, and may continue to retain, third-party service providers to provide some of the Services to Newco. In addition, Seller shall have the right to hire other third-party subcontractors to provide all or part of any Service hereunder. (b) Provider shall maintain complete Except as expressly set forth in Section 1.02(a) or in any contract entered into hereunder, Seller makes no representations and accurate records relating warranties of any kind, implied or expressed, with respect to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each including, without limitation, no warranties of whose namesmerchantability or fitness for a particular purpose, positions, which are specifically disclaimed. Newco acknowledges and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges agrees that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties parties and that all Services are provided by Provider Seller as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider Seller represents, warrants and agrees that the Services shall be provided performed in good faitha professional and workmanlike manner with the same general degree of care, skill and diligence as Seller performs such services within Seller’s organization; provided, however, that in no event shall Seller be required to employ higher standards than those employed by Seller in performing such similar activities for itself, but in no event less than a reasonable degree of care. Seller agrees to assign sufficient resources and qualified personnel as are reasonably required to perform the Services and support Company’s and its Subsidiaries’ transition to its or their internal organization or to alternate third-party sources in accordance with applicable law the standards set forth in the preceding sentence, which resources and personnel shall not be of a number or skill level that is less than what has historically been provided by Seller to the Service Recipients. It is understood and agreed that the employees of Seller are not professional providers to third parties of the types of services included in a manner generally consistent with the historical provision of the Services and with that Seller’s employees performing the same standard of care as historically Services may have other responsibilities and may not be dedicated full-time to performing the Services; provided, however, that such other responsibilities shall not excuse Seller from performing its obligations under this TSA. (b) Provider shall maintain complete Seller represents and accurate records relating warrants that, other than those agreements that require third-party consent to the provision provide as part of the Services (including as described in Section 1.05(b)), the execution and delivery by Seller of, and the consummation by Seller and its Affiliates of the transactions contemplated by, this TSA, and compliance with the terms hereof by Seller and its Affiliates, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) give any third party the right to modify, terminate or accelerate any obligation under this Agreement, or (iv) result in such form as Recipient shall approvea violation of any Law or agreement to which Seller or any of its Affiliates is subject. (c) Provider shall use its best efforts Except as expressly set forth in Section 1.03(a) through Section 1.03(b), Seller makes no representations or warranties in this TSA of any kind, implied or expressed, with respect to provide for employees or contractors to perform the Services, each including, without limitation, no warranties of whose namesmerchantability or fitness for a particular purpose, positions, which are specifically disclaimed. Company acknowledges and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges agrees that this Agreement TSA does not create a fiduciary relationship, partnership, joint venture or relationships relationship of trust or agency between the Parties parties and that all Services are provided by Provider Seller as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) . Company acknowledges and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with do not include the terms exercise of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractorbusiness judgment or general management for Company. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider representsInPlay acknowledges that Obsidian is not in the business of providing services in the nature of the Transitional Services to third parties; however Obsidian has agreed to provide the Transitional Services on a transitional basis in connection with the Sale Agreement. On this basis, warrants Obsidian shall perform, or cause performance of, the Transitional Services in a reasonable and agrees that the Services shall be provided in good faith, prudent manner in accordance with applicable law past practices, generally accepted oil and gas field principles and practices and Applicable Law. (b) Subject to Clause 2.4(b) and Clause 2.6, and having regard to any changes, restrictions or limitations that may be imposed by the staffing levels and/or systems that are adopted by InPlay in relation to the Assets and operations pertaining thereto, from and after the date hereof, Obsidian shall use commercially reasonable efforts to provide or procure the Transitional Services in the same or a manner generally consistent with substantially similar manner, at the historical provision of the Services same level, and with the same standard of care and diligence, as historically provided. (b) Provider shall maintain complete and accurate records relating it did with respect to the provision Assets and the operation thereof, immediately preceding the Adjustment Date (including equivalently prompt response and execution times, having regard to the subject matter of the Services under this Agreement, in such form as Recipient shall approveany given function). (c) Provider Obsidian shall use provide or procure the provision of the Transitional Services in accordance with Subclauses 2.9(a) and 2.9(b) using Transition Services Personnel that, to its best efforts to provide for employees or contractors to perform the Servicesknowledge, each of whose names, positions, are sufficiently skilled and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change knowledgeable in the Provider Representatives without the prior consent performance of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Providerparticular Transitional Services. (d) Recipient acknowledges The Parties acknowledge that this Agreement does not create a fiduciary relationshipcertain personnel that were previously employed or engaged as contractors by ▇▇▇▇▇▇▇▇ in the provision of the services provided by or through Obsidian on the Assets immediately prior to the Effective Date became employees or contractors of InPlay as of the Effective Date (the "InPlay Employees"), partnership, joint venture or relationships of trust or agency between the Parties and that Obsidian may be required to instruct such InPlay Employees in the normal course for the purpose of providing the Transitional Services. InPlay further acknowledges that, subject to Clause 4.1, it assumes all Services are provided by Provider as an independent contractorliability for the InPlay Employees during the Transitional Services. (e) Notwithstanding anything InPlay acknowledges that ▇▇▇▇▇▇▇▇'s ability to provide certain Transitional Services may be dependent upon Obsidian receiving data and other information from InPlay or InPlay providing certain consents, authorities or directions, in either case, in a timely manner and in appropriate formats. Obsidian shall, as soon as is reasonably practicable upon becoming aware of the contrary requirement for further data, information, consents, approvals, authorities, facts, assistance, licenses, instructions or directions in this Section 1.2: (a) order to provide the Transitional Services, provide InPlay with notice of such requirement. Obsidian shall have no duty or obligation to make any inquiry of InPlay or any other Person nor perform any other investigation in order to determine the event that Provider uses veracity or accuracy of the information, consents, approvals, authorities, facts, assistance, licenses, instructions or directions provided to Obsidian by InPlay or its Affiliates. Furthermore, Obsidian shall have no liability for any subcontractors failure to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain Transitional Services attributable to any failure by InPlay to fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of timely provide any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreementinformation, and (d) the obligations with respect to the natureconsents, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractorapprovals, authorities, facts, assistance, licenses, instructions or directions. (f) Provider Obsidian shall at all times during the term not be required to advance money, funds or credit for or on behalf of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used InPlay in connection with the performance and discharge of the Transitional Services, but if Obsidian elects to advance money or funds for or on behalf of InPlay in connection with the performance and discharge of the Transitional Services, InPlay shall promptly reimburse Obsidian for such money or funds. Obsidian shall have no liability for any failure to perform any Transitional Services with substantially to the same degree extent attributable to any failure by InPlay to provide any money, funds or credit required for the performance and discharge of carethe Transitional Services in a timely manner. (g) Obsidian shall be entitled, skill and diligence with which Provider maintainson providing thirty (30) day's advance written notice to InPlay, to require InPlay to advance all or causes any portion of the Reimbursable Costs that Obsidian reasonably anticipates will be incurred by Obsidian in the provision of Transitional Services (or any of them) in the calendar month following the date such written notice is given. Such written notice shall include an itemized written estimate of the Reimbursable Costs expected to be maintained, as of paid by Obsidian in the Effective Date, relevant calendar month for which the advance funds are required. InPlay shall pay all such computer software and computer hardware Reimbursable Costs for itself, consistent which an advance is requested in accordance with past practices, as of this Clause 2.9(g) no later than the Effective Date, including without limitation, with respect to type, quality and timeliness 20th day after receipt of such maintenanceestimate.

Standard of Service. (a) Service Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of providing the Services under this Agreement, it will: (i) provide the Services to Service Recipient in a substantially similar manner and provide substantially the same level of service and degree of care and diligence, as the Services (A) were provided to the Company Entities in the 12-month period immediately prior to the Commencement Date and (B) are provided to the Service Provider’s Affiliates; (ii) act in all material respects with the care, skill, loyalty, prudence and diligence under the circumstances then prevailing that a first class manager or service provider experienced in such form matters would use in the conduct of a similar enterprise; (iii) discharge its duties with respect to Service Recipient in accordance with applicable law; (iv) act in good faith; and (v) provide the Services in accordance with the scope, quality and other material service levels and standards set forth on Exhibit A, as applicable. Notwithstanding the foregoing, Service Provider shall not: (x) be required to provide any Services with a greater standard of care than that with which Service Provider and its Affiliates provide services to their respective Affiliates and internal organization; and (y) owe any fiduciary duty or obligation to Service Recipient or its Affiliates. (b) All Services provided hereunder shall approvebe principally provided by Service Provider as set forth herein; provided, that, all Services shall be subject to general oversight by Service Recipient, and, where noted, subject to the prior approval of Service Recipient. This Agreement provides no authority for Service Provider to bind Service Recipient or any Company Entity to any agreement, arrangement or other action. In all instances, Service Provider shall bring any potential written agreement underlying any Service to Service Recipient for discussion with, and approval by, Service Recipient. (c) Service Provider shall use not sub-contract or delegate any or all of its best efforts managerial responsibilities under this Agreement to provide for employees or contractors a third party without the prior written consent of Service Recipient, which consent may be withheld in Service Recipient’s sole discretion. Notwithstanding the preceding sentence, with respect to perform each of the Company Properties, upon request of Service Recipient, Service Provider shall assist Service Recipient’s sub-contracted property management, leasing and similar service providers. In providing such assistance, Service Provider shall assist in facilitating the operational effectiveness of such property management, leasing and similar service providers on behalf of Service Recipient. As part of the Services, each Service Provider, upon the request of whose namesService Recipient, positions, shall arrange for and respective levels coordinate certain services of experience other professionals and relevant licenses shall consultants that may be set out reasonably required from time to time in Exhibit A attached hereto (collectively, connection with the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of ProviderServices. (d) Service Provider or Service Recipient acknowledges shall promptly notify Service Recipient or Service Provider, as applicable, of any event or circumstance of which such Party or any of its representatives has knowledge that this Agreement does not create causes, or is reasonably likely to cause, a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) material disruption in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.