Common use of TERM AND PROVISION OF SERVICES Clause in Contracts

TERM AND PROVISION OF SERVICES. 2.1. Subject to Article 12, the term of this Agreement shall be for the Transition Period. Subject to Article 12, the term for each Service specified on Schedule A hereto is 18 months from the Closing and the term for each Service specified on Schedule B or C hereto is 12 months from the Closing. The term for each Additional Service or Specialized Transition-out Service shall be as specified in the written agreement setting forth the terms of such Additional Service or Specialized Transition-Out Service; provided that in no event shall such terms exceed a term of 12 months (or, with respect to Additional Services and Specialized Transition-Out Services relating to Information Technology, 18 months) from the Closing. 2.2. During the Transition Period, but subject to Article 12 and the provisions set forth in this Agreement, the Service Provider shall provide the Services to the Service Recipient. (a) The Service Provider shall provide, or cause to be provided, to the Service Recipient Services that are of substantially the same nature and quality that Seller provided for the Business during the twelve-month period prior to the Closing (and which shall be of substantially the same nature and quality that Seller provides to itself), at substantially the same priority levels that such Services have been accorded during such twelve-month period; provided that for the purposes of determining the quality and quantity of service during twelve-month period prior to Closing, service levels provided by Hewlett-Packard and Verizon shall be disregarded, and provided further appropriate modifications in manner of delivery may be made for security, confidentiality and data integrity so long as such modifications do not adversely affect the quality or quantity of the Services delivered hereunder. (b) During the term of this Agreement, the Service Recipient agrees to abide by the reasonable IT security safeguards and policies that the Service Provider has in place and may implement to reasonably protect the Service Provider’s systems and data. The Parties will reasonably cooperate regarding the delivery of Services in order to facilitate an efficient delivery of Services and shall consult regularly to confirm that the Parties are satisfied with the Services under this Agreement. Each Party agrees to make their respective Lead Representative or designee available for such consultation. Notwithstanding the foregoing, the Parties acknowledge that manner, means, and resources to provide the Services are in the discretion of the Service Provider. 2.4. The Service Provider shall not be obligated to perform services other than the Services described in the Schedules hereto. 2.5. The Service Recipient may, from time to time, request that the Service Provider provide reasonable additional services not included in the Schedules hereto related to the Business during the Transition Period, including services (other than Specialized Transition-out Services provided pursuant to Section 2.6) relating to the Service Recipient’s transition to non-Service Provider systems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third-party consultants or outsourced service providers engaged by the Service Recipient in connection with the foregoing and other Transition-out Services, legislated change by a Governmental Entity, customer requirements, shipping/custom changes, functional enhancements interface development or changes or converting to another platform or application (“Additional Services”). The Service Provider shall consider each request for Additional Services in good faith, and if the Service Provider determines that it is prepared to provide the Service Recipient with all or a portion of the Additional Services identified in the request, it shall submit to the Service Recipient a written proposal to provide such Additional Services itself or through a third-party setting forth each Additional Service to be performed, the time period for performance of such Additional Service, the quality and nature and service level of such Additional Service and the amounts to be charged for performance of such Additional Service, which amounts shall be based on the Service Provider’s fully allocated cost including the fees of any third-party provider at the same rates as the other Services. (a) The Service Recipient may, from time to time, request that the Service Provider provide reasonable additional Transition-out services not included in the Schedules hereto, including services relating to the Service Recipient’s transition to non-Service Provider systems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third-party consultants or outsourced service providers engaged by the Service Recipient in connection with the foregoing. The Service Provider shall consider each request for such additional Transition-out services in good faith. For those additional Transition-out services (i) that the Service Provider determines it is capable of providing without negatively impacting the Seller Business or other services the Service Provider is providing for third parties or (ii) for which the Service Provider is uniquely situated to provide, the Service Provider shall submit to the Service Recipient a written proposal to provide such additional Transition-out services (the “Specialized Transition-out Services”) itself or through a third-party setting forth each Specialized Transition-out Service to be performed, the time period for performance of such Specialized Transition-out Service, the quality and nature and service level of such Specialized Transition-out Service, and the amounts to be charged for performance of such Specialized Transition-out Service, which amounts shall be the same as that charged for the other Services provided under this Agreement. If there is no competent third-party provider capable of providing a Specialized Transition-out Service to the Service Recipient at a reasonable market price, the Service Provider must, subject to the conditions and limitations set forth in Section 2.6(b) below, provide such Specialized Transition-out Service on the terms set forth in the written proposal and herein. (b) The Specialized Transition-out Services that must be provided under Section 2.6(a) are subject to the following conditions and limitations: (i) the Service Recipient must provide written notice at least 60 days prior to the date it desires the Specialized Transition-out Services to commence, which notice must define the scope of the Specialized Transition-out Services and identify the desired commencement date; and (ii) the Service Provider is only required to provide five (5) full-time equivalents in connection with the provision of such Specialized Transition-out Services at any time unless otherwise agreed. In addition, the enhanced rates in Section 5.3 for Services extended beyond 12 months do not apply to Specialized Transition-out Services that must be provided under Section 2.6(a) if such Specialized Transition-out Services were requested prior to the first anniversary of the Closing. 2.7. At the request of the Service Recipient, Seller shall provide or cause to be provided additional services (the “Mandatory Services”), if necessary, to enable Seller to cure any non-compliance by Seller with Section 4.14 of the Purchase Agreement arising out of the omission from Section 4.14(a) of the Seller Disclosure Letter of a corporate level service that was being provided by Seller to the Business on the date of the Purchase Agreement. Such services shall be provided at Seller’s cost until such time as they are no longer required or, if earlier, the first anniversary of the Closing. Purchaser and Seller shall act in good faith in a manner reasonably expected to enable the Mandatory Services to be provided as efficiently as possible. 2.8. The Service Provider may use third-parties to provide some or all of the Services. The Service Provider agrees that to the extent such third-party Services are provided to the Service Recipient pursuant to contracts between the Service Provider and the third-party service provider, the Service Provider will enforce rights, including obligations of the third-party service provider to comply with specified service levels, against any such third-parties relating to the Services to the extent it would otherwise enforce such rights on behalf of itself under similar circumstances relating to similar matters. Unless specifically agreed in writing by the parties, the Service Recipient will not be responsible for any incremental costs associated with third-party contracts initiated during the Transition Period by the Service Provider. The Service Provider will consult with and obtain the consent of (such consent to be provided within five (5) Business Days and not to be unreasonably withheld) the Service Recipient prior to retaining any third-party to provide Services where such third-party is not also providing similar services to Service Provider for the Seller Business. 2.9. In the event of any breach of this Article 2 by the Service Provider with respect to any Service and provided that the Service Recipient is not in breach of its obligations under Articles 3 and 4, the Service Provider shall, at the Service Recipient’s request, without the payment of any further fees by the Service Recipient, correct or cause to be corrected such error or defect or reperform or cause to be reperformed such Service, as promptly as practicable, and cause such Service to be provided thereafter in conformity with the standard set forth in Section 2.2.

TERM AND PROVISION OF SERVICES. 2.1. 2.1 Subject to Article 1211, the term of this Agreement shall be for the Transition Period. Subject to Article 12, the The term for each Service is specified on the applicable Schedule A hereto is 18 months from the Closing and the term for each Service specified on Schedule B or C hereto is 12 months from the Closing. The term for each Additional Service or Specialized Transition-out Service shall be as specified in the written agreement setting forth the terms and conditions for such Service. It is understood by the Parties that the scope of such Additional the services and cost estimates described in the schedules hereto do not include Newco facilities at Ear Falls, Ontario, and Big River, Saskatchewan and operations related to the Forest Licenses (as defined in the Contribution and Distribution Agreement). The Service or Specialized Transition-Out Service; provided that in no event shall such Provider agrees to provide Services for the Ear Falls, Big River and operations related to the Forest Licenses at fully allocated cost on the terms exceed a term of 12 months (or, with respect to Additional Services and Specialized Transition-Out Services relating to Information Technology, 18 months) from the Closingspecified herein. 2.2. 2.2 During the Transition Period, but subject to Article 12 11 and the provisions set forth in this Agreement, the Service Provider shall provide the Services to the Service Recipient. (a) 2.3 The Service Provider shall provide, or cause to be provided, to the Service Recipient Services that are of substantially the same nature and quality that Seller Weyerhaeuser and Weyerhaeuser Canada provided for the Newco Business during the twelve-month period prior to the Closing Effective Time (and which shall be of substantially the same nature and quality that Seller provides Weyerhaeuser and Weyerhaeuser Canada provide to itselfthemselves), at substantially the same priority levels that such Services have been accorded during such twelve-month period; provided that for the purposes of determining the quality and . The quantity of service during twelve-month period prior to Closing, service levels a particular Service provided by Hewlett-Packard and Verizon shall be disregarded, and provided further appropriate modifications in manner of delivery may be made for security, confidentiality and data integrity so long as such modifications do not adversely affect the quality or quantity of the Services delivered hereunder. (b) During the term of this Agreement, the Service Recipient agrees to abide by the reasonable IT security safeguards and policies that the Service Provider has shall be the quantity identified for such Service in place and may implement the applicable Schedule to reasonably protect the Service Provider’s systems and data. The Parties will reasonably cooperate regarding the delivery of Services in order to facilitate an efficient delivery of Services and shall consult regularly to confirm that the Parties are satisfied with the Services under this Agreement. Each Party agrees to make their respective Lead Representative or designee available for such consultation. Notwithstanding the foregoing, the Parties acknowledge that manner, means, and resources to provide the Services are in the discretion of the Service Provider. 2.4. 2.4 The Service Provider shall not be obligated to perform services other than the Services described in the Schedules hereto. 2.5. 2.5 The Service Recipient may, from time to time, request that the Service Provider provide reasonable additional services not included in the Schedules hereto related to the Business during the Transition Period, including services (other than Specialized Transition-out Services provided pursuant to Section 2.6) Period relating to the Service Recipient’s transition to non-Service Provider systems, including but not limited to migration of historical data, migration-specific enhancements and cooperation with and assistance to third-party consultants or outsourced service providers engaged by the Service Recipient in connection with the foregoing and other Transition-out Services, Government legislated change by a Governmental Entitychange, customer requirements, shipping/custom changes, functional enhancements enhancements, interface development or changes or converting to another platform or application (“Requested Services”). The Service Provider shall submit to the Service Recipient a written proposal to provide such Requested Services itself or through a third party setting forth each Requested Service to be performed, the time period for performance of such Requested Service and the amounts to be charged for performance of such Requested Service, which amounts shall be based on the Service Provider’s fully allocated cost including the fees of any third party provider. 2.6 The Service Recipient may, from time to time, request that the Service Provider provide additional services other than the Requested Services during the Transaction Period (“Additional Services”). The Service Provider shall consider each request for Additional Services in good faith, and if the Service Provider determines that it is prepared to provide the Service Recipient with all or a portion of the Additional Services identified in the request, it shall submit to the Service Recipient a written proposal to provide such Additional Services itself or through a third-third party setting forth each Additional Service to be performed, the time period for performance of such Additional Service, the quality and nature and service level of such Additional Service and the amounts to be charged for performance of such Additional Service, which amounts shall be based on the Service Provider’s fully allocated cost including the fees of any third-third party provider at the same rates as the other Servicesprovider. (a) The Service Recipient may, from time to time, request that the Service Provider provide reasonable additional Transition-out services not included in the Schedules hereto, including services relating to the Service Recipient’s transition to non-Service Provider systems, including but not limited to migration of historical data, migration-specific enhancements 2.7 Weyerhaeuser and cooperation with and assistance to third-party consultants or outsourced service providers engaged by the Service Recipient in connection with the foregoing. The Service Provider shall consider each request for such additional Transition-out services in good faith. For those additional Transition-out services (i) that the Service Provider determines it is capable of providing without negatively impacting the Seller Business or other services the Service Provider is providing for third parties or (ii) for which the Service Provider is uniquely situated to provide, the Service Provider shall submit to the Service Recipient a written proposal to provide such additional Transition-out services (the “Specialized Transition-out Services”) itself or through a third-party setting forth each Specialized Transition-out Service to be performed, the time period for performance of such Specialized Transition-out Service, the quality and nature and service level of such Specialized Transition-out Service, and the amounts to be charged for performance of such Specialized Transition-out Service, which amounts shall be the same as that charged for the other Services provided under this Agreement. If there is no competent third-party provider capable of providing a Specialized Transition-out Service to the Service Recipient at a reasonable market price, the Service Provider must, subject to the conditions and limitations set forth in Section 2.6(b) below, provide such Specialized Transition-out Service on the terms set forth in the written proposal and herein. (b) The Specialized Transition-out Services that must be provided under Section 2.6(a) are subject to the following conditions and limitations: (i) the Service Recipient must provide written notice at least 60 days prior to the date it desires the Specialized Transition-out Services to commence, which notice must define the scope of the Specialized Transition-out Services and identify the desired commencement date; and (ii) the Service Provider is only required to provide five (5) full-time equivalents in connection with the provision of such Specialized Transition-out Services at any time unless otherwise agreed. In addition, the enhanced rates in Section 5.3 for Services extended beyond 12 months do not apply to Specialized Transition-out Services that must be provided under Section 2.6(a) if such Specialized Transition-out Services were requested prior to the first anniversary of the Closing. 2.7. At the request of the Service Recipient, Seller shall provide or cause to be provided additional services (the “Mandatory Services”), if necessary, to enable Seller to cure any non-compliance by Seller with Section 4.14 of the Purchase Agreement arising out of the omission from Section 4.14(a) of the Seller Disclosure Letter of a corporate level service that was being provided by Seller to the Business on the date of the Purchase Agreement. Such services shall be provided at Seller’s cost until such time as they are no longer required or, if earlier, the first anniversary of the Closing. Purchaser and Seller shall act in good faith in a manner reasonably expected to enable the Mandatory Services to be provided as efficiently as possible. 2.8. The Service Provider Weyerhaeuser Canada may use third-third parties to provide some or all of the ServicesServices to the extent they use such third parties themselves with respect to the provision of such services for their own businesses. In addition, Weyerhaeuser and Weyerhaeuser Canada may provide to Service Recipient third party proposals for the provision of Services provided by Weyerhaeuser and Weyerhaeuser Canada hereunder and Service Recipient agrees to consider such proposals in good faith. The Service Provider agrees shall use its reasonable best efforts to obtain the consent, where necessary, of any relevant third party provider of the Services to have such Services be provided to the Service Recipient. If such consent cannot be obtained, the Service Provider shall arrange for alternative methods of delivering the Service for which it is responsible hereunder. The Service Recipient will cooperate with and assist Weyerhaeuser and Weyerhaeuser Canada to obtain such consents; provided that nothing in this Section 2.7 shall require the Service Recipient to pay any consideration for obtaining any necessary consents or such alternative methods greater than the cost for such Service specified on the applicable Schedules or require Weyerhaeuser and Weyerhaeuser Canada to pay any consideration for obtaining any necessary consents which is not reimbursed by Service Recipient pursuant to this Agreement. Weyerhaeuser and Weyerhaeuser Canada agree that to the extent such third-third party Services are provided to the Service Recipient pursuant to contracts between the Service Provider Weyerhaeuser and Weyerhaeuser Canada and the third-third party service providerprovided, the Service Provider Weyerhaeuser and Weyerhaeuser Canada will enforce rights, including obligations of the third-party service provider to comply with specified service levels, rights against any such third-third parties relating to the Services to the extent it they would otherwise enforce such rights on behalf of itself themselves under similar circumstances relating to similar matters. Unless specifically agreed in writing by the parties, the Service Recipient will not be responsible for any incremental costs associated with third-party contracts initiated during the Transition Period by the Service Provider. The Service Provider will consult with and obtain the consent of (such consent to be provided within five (5) Business Days and not to be unreasonably withheld) the Service Recipient prior to retaining any third-party to provide Services where such third-party is not also providing similar services to Service Provider for the Seller Business. 2.9. 2.8 In the event of any breach of this Article 2 by the Service Provider with respect to any Service and provided that the Service Recipient is not in breach of its obligations under Articles 3 and 4, the Service Provider shall, at the Service Recipient’s request, without the payment of any further fees by the Service Recipient, correct or cause to be corrected such error or defect or reperform or cause to be reperformed such Service, as promptly as practicable, and cause such Service to be provided thereafter in conformity with the standard set forth in Section 2.22.3. 2.9 The Service Provider shall at all times maintain contingency plans in place to reasonably address disruptions in the Services. If a disruption of any Service occurs, the Service Provider shall use the same standard of care it uses to operate, support and recover its own systems in the case of a disruption. 2.10 Weyerhaeuser shall lease office space to Newco and Exchangeco Subsidiary in Federal Way, Washington near Weyerhaeuser’s headquarters in the vicinity of Weyerhaeuser where its employees responsible for providing the Services and completing the Transition-out are located, such space being sufficient to provide office space for Newco’s and Exchangeco Subsidiary’s employees who, as reasonably determined by Newco and Exchangeco Subsidiary, need to be located at such location during the Transition Period in order to ensure the successful provision of the Services and the completion of the Transition-out. Such lease shall be on reasonable market terms commensurate with the space provided. 2.11 At or prior to the end of the Transaction Period, at the request of East, Weyerhaeuser shall purchase all hardware and equipment that is leased from EDS and dedicated to providing the Services and shall transfer ownership to Newco of all such hardware and equipment and all other hardware and equipment that is used to provide the Services and previously purchased from EDS, in exchange for the payment to Weyerhaeuser by Newco of the book value of all such hardware and equipment; provided, however, that Weyerhaeuser shall not be required to purchase and transfer to Newco any hardware and equipment that is used in Weyerhaeuser’s business.