Substantive Business Decisions Prohibited Clause Samples

Substantive Business Decisions Prohibited. (a) Notwithstanding anything to the contrary contained in this Agreement or the accompanying schedules, none of Service Provider Parties, Subcontractors or Service Provider Personnel will make any substantive business decisions with respect to Customer in performing Services (including, by performing any non-ministerial sales or marketing activities for Customer). Each provision of this Agreement and the accompanying schedules will be interpreted in a manner consistent with this Section 3.2. (b) Notwithstanding anything to the contrary contained in this Agreement or the accompanying schedules, Customer understands and agrees that Service Provider is not responsible for ensuring Customer’s regulatory and legal compliance and that the Services are not a substitute for Customer’s performance of such compliance obligation or the engagement of advisors appropriate for such compliance. All regulatory and legal compliance matters relating to the business of Customer will be exclusively the responsibility of Customer. Subject to the terms of the Separation Agreement and the Transaction Agreement, third-party claims arising from regulatory and legal compliance matters relating to the business of Customer, other than third-party claims subject to Service Provider’s indemnity obligations under Article 13, will be exclusively the liability of Customer.