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Exhibit 99.9
AMENDED AND RESTATED
TRANSITION SERVICES AGREEMENT
This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT dated as of
_______________, 1998, among THE DUN & BRADSTREET CORPORATION, a Delaware
corporation (the "Corporation"), THE NEW DUN & BRADSTREET CORPORATION, a
Delaware corporation ("New D&B"), COGNIZANT CORPORATION, a Delaware corporation
("Cognizant"), IMS Health Incorporated, a Delaware corporation ("IMS Health"),
ACNIELSEN CORPORATION, a Delaware corporation ("ACNielsen"), and GARTNER GROUP,
INC., a Delaware corporation ("Gartner") amends and restates in its entirety the
Transition Services Agreement dated as of October 28, 1996 (the "1996 Transition
Services Agreement") among the Corporation, Cognizant and ACNielsen and includes
Gartner as a party to such agreement.
W I T N E S S E T H
WHEREAS, pursuant to a Distribution Agreement dated as of October
28, 1996 (the "1996 Distribution Agreement") among the Corporation, Cognizant
and ACNielsen, each party agreed to provide to the other parties certain
transitional, administrative and support services, including insurance and risk
management services, on the terms set forth in the 1996 Transition Services
Agreement and the Appendix thereto.
WHEREAS, the Corporation and New D&B have entered into a
Distribution Agreement dated the date hereof (the "D&B Distribution Agreement")
pursuant to which, among other matters, each of the Corporation and New D&B have
agreed to provide, or cause one or more of their Subsidiaries to provide, to the
other party and their respective Subsidiaries certain transitional,
administrative and support services.
WHEREAS, Cognizant and IMS Health have entered into a Distribution
Agreement dated the date hereof (the "Cognizant Distribution Agreement" and
together with the 1996 Distribution Agreement and the D&B Distribution
Agreement, the "Distribution Agreements") pursuant to which, among other
matters, each of Cognizant and IMS Health have agreed to provide, or cause one
or more of their Subsidiaries to provide, to the other party and their
respective Subsidiaries certain transitional, administrative and support
services.
WHEREAS, each of the Corporation, New D&B, Cognizant, IMS Health and
ACNielsen agrees that it is in its best interest to amend and restate the 1996
Transition Services Agreement to include each party on the terms set forth in
this Agreement and Gartner agrees that it is in its best interest to become a
party to this Agreement. New D&B shall hereinafter be referred to as the
"Provider", and each of the Corporation, Cognizant, IMS Health, ACNielsen and
Gartner shall hereinafter be referred to as a "Recipient" or collectively, the
"Recipients".
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NOW, THEREFORE, subject to the terms, conditions, covenants and
provisions of this Agreement, each of the Corporation, New D&B, Cognizant, IMS
Health, ACNielsen and Gartner mutually covenant and agree that as of the date
hereof, the 1996 Transition Services Agreement will be amended and restated in
its entirety as follows:
ARTICLE I
SERVICES PROVIDED
1.1 Transition Services. New D&B (the "Provider") shall provide
comprehensive insurance and risk management services to the Corporation,
Cognizant, IMS Health and ACNielsen (each a "Recipient"; collectively, the
"Recipients"). Such services shall include risk identification, development of
appropriate insurance programs, loss prevention initiatives, accounting for
premiums, deductibles, retentions and defense costs, claims management
(including coordination with insurance carriers), the collection and
distribution of insurance proceeds and such other services as the Corporation's
Risk Management staff has been providing to the Corporation, Cognizant and
ACNielsen as of the date hereof (all such services, collectively, the
"Transition Services").
1.2 Personnel. In providing the Transition Services, the Provider as
it deems necessary or appropriate in its sole discretion, may (i) use the
personnel of such Provider or its Affiliates, and (ii) employ the services of
third parties to the extent such third party services are routinely utilized to
provide similar services to other businesses of such Provider or are reasonably
necessary for the efficient performance of any of such Transition Services. Each
Recipient may retain at its own expense its own consultants and other
professional advisers.
1.3 Representatives. Each of the Corporation, New D&B, Cognizant,
IMS Health and ACNielsen shall nominate a representative to act as its primary
contact person for the provision of all of the Transition Services
(collectively, the "Primary Coordinators"). The initial Primary Coordinators
shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for the Corporation, ▇▇▇▇ ▇▇▇▇▇, Director of Risk
Management, for New D&B, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for Cognizant, ▇▇▇▇▇▇ ▇▇▇▇, Vice
President and Treasurer, for IMS Health, ▇▇▇▇ ▇▇▇▇▇▇▇ for ACNielsen and ▇▇▇▇▇▇
▇▇▇▇▇▇ for Gartner. Each party may treat an act of a Primary Coordinator of
another party as being authorized by such other party without inquiring behind
such act or ascertaining whether such Primary Coordinator had authority to so
act. The Provider and the relevant Recipient of a Transition Service shall
advise each other in writing of any change in the Primary Coordinators for such
Transition Service, setting forth the name of the Primary Coordinator to be
replaced and the name of the replacement, and certifying that the replacement
Primary Coordinator is authorized to act for such party in all matters relating
to this Agreement. Each of the Corporation, New D&B, Cognizant, IMS Health,
ACNielsen and Gartner agree that all communications relating to the provision of
the Transition Services shall be directed to the Primary Coordinators.
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1.4 Level of Transition Services. (a) The Provider shall perform the
Transition Services for which it is responsible hereunder following commonly
accepted standards of care in the industry and exercising the same degree of
care as it exercises in performing the same or similar services for its own
account as of the date of this Agreement, with priority equal to that provided
to its own businesses or those of any of its Affiliates, Subsidiaries or
divisions. Nothing in this Agreement shall require the Provider to favor the
businesses of any Recipient over its own businesses or those of any of its
Affiliates, Subsidiaries or divisions.
(b) The Provider of Transition Services shall not be required to
provide the Recipient of such Transition Services with extraordinary levels of
Transition Services, special studies, training, or the like or the advantage of
systems, equipment, facilities, training, or improvements procured, obtained or
made after the applicable Distribution Date by the Provider.
(c) In addition to being subject to the terms and conditions of this
Agreement for the provision of the Transition Services, each Recipient agrees
that the Transition Services provided by third parties shall be subject to the
terms and conditions of any agreements between the Provider of such Transition
Services and such third parties. The Provider shall consult with the relevant
Recipient concerning the terms and conditions of any such agreements to be
entered into, or proposed to be entered into, with third parties after the date
hereof.
1.5 Limitation of Liability. In the absence of gross negligence or
willful misconduct on the part of the Provider, and whether or not the Provider
is negligent, such Provider shall not be liable for any claims, liabilities,
damages, losses, costs, expenses (including, but not limited to, settlements,
judgments, court costs and reasonable attorneys' fees), fines and penalties,
arising out of any actual or alleged injury, loss or damage of any nature
whatsoever in providing or failing to provide Transition Services for which it
is responsible hereunder to the Recipient of such Transition Services.
Notwithstanding anything to the contrary contained herein, in the event the
Provider commits an error with respect to or incorrectly performs or fails to
perform any Transition Service, at the relevant Recipient's request, the
Provider shall use reasonable efforts and good faith to correct such error,
re-perform or perform such Transition Service at no additional cost to such
Recipient; provided, that the Provider shall have no obligation to recreate any
lost or destroyed data to the extent the same cannot be cured by the
re-performance of the Transition Service in question.
1.6 Force Majeure. Any failure or omission by a party in the
performance of any obligation under this Agreement shall not be deemed a breach
of this Agreement or create any liability, if the same arises from any cause or
causes beyond the control of such party, including, but not limited to, the
following, which, for purposes of this Agreement shall be regarded as beyond the
control of each of the parties hereto: acts of God, fire, storm,
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flood, earthquake, governmental regulation or direction, acts of the public
enemy, war, rebellion, insurrection riot, invasion, strike or lockout; provided,
however, that such party shall resume the performance whenever such causes are
removed. Notwithstanding the foregoing, if such party cannot perform under this
Agreement for a period of forty-five (45) days due to such cause or causes, the
affected party may terminate the Agreement with the defaulting party by
providing written notice thereto.
1.7 Modification of Procedures. The Provider may make changes from
time to time in its standards and procedures for performing the Transition
Services for which it is responsible hereunder. Notwithstanding the foregoing
sentence, unless required by law, the Provider shall not implement any
substantial changes affecting a Recipient of the relevant Transition Services
unless:
(a) the Provider has furnished such Recipient notice (which shall be
the same notice the Provider shall provide its own businesses) thereof;
(b) the Provider changes such procedures for its own businesses at
the same time; and
(c) the Provider gives such Recipient a reasonable period of time
for such Recipient (i) to adapt its operations to accommodate such changes or
(ii) to reject the proposed changes. In the event such Recipient fails to accept
or reject a proposed change on or before a date specified in such notice of
change, such Recipient shall be deemed to have accepted such change. In the
event such Recipient rejects a proposed change but does not terminate this
Agreement, such Recipient agrees to pay any charges resulting from the
Provider's need to maintain different versions of the same systems, procedures,
technologies, or services or resulting from requirements of third party vendors
or suppliers.
1.8 No Obligation to Continue to Use Services. No Recipient shall
have any obligation to continue to use any of the Transition Services and may
delete any Transition Service from the Transition Services that the Provider is
providing to such Recipient by giving the Provider 180 days notice thereof.
1.9 Provider Access. To the extent reasonably required for personnel
of the Provider to perform the Transition Services for which the Provider is
responsible hereunder, the Recipient of such Transition Services shall provide
personnel of the Provider with access to its equipment, office space, plants,
telecommunications and computer equipment and systems, and any other areas and
equipment.
1.10 Performance Reviews. The Primary Coordinators for each
Recipient shall meet during the fourth quarter of each year with the Primary
Coordinator for the Provider for the purpose of reviewing the performance of the
Provider's Risk Management staff. Any disputes relating to the quality of such
performance shall be brought to the
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attention of the respective Chief Financial Officers (or person holding an
equivalent title) of the Provider and the Recipients.
ARTICLE II
COMPENSATION
2.1 Consideration. As consideration for the Transition Services,
each Recipient of Transition Services shall pay to the Provider a portion of the
costs and expenses incurred by the Provider relating to the Risk Management
staff as follows: each Recipient shall pay (i) a base charge of $50,000 per year
plus (ii) a proportionate share of any additional costs and expenses (i.e., not
covered by the total base charge) based on such Recipient's proportion of total
revenue as a percentage of the aggregate total revenue of all parties to this
Agreement. For purposes of calculating any additional amount payable pursuant
to clause (ii) of the preceding sentence, a party's revenue shall be that set
forth on its audited financial statements for the most recent year-end. Such
costs and expenses shall be calculated in accordance with generally accepted
accounting principles applied consistently and billed in twelve monthly
installments. Notwithstanding the foregoing, however, any services provided by
the Provider's Risk Management staff to the Provider or the Recipients that are
not in the ordinary course (all such services being "extraordinary services")
shall be borne by the company or companies for whom such extraordinary service
was provided. No extraordinary service shall be provided without the specific
approval of the company to be charged. The costs and expenses to be borne by
each Recipient will be in accordance with the annual Risk Management budget to
be provided by the Primary Coordinator for the Provider during the preceding
calendar year as follows: by May 1 for each of the Corporation, New D&B and
Cognizant; and by September 1 for each of IMS Health, ACNielsen and Gartner. The
Risk Management budget may increase each year in an amount equal to 5% over the
prior year's budget; increases in excess of 5% must be approved by the
respective Primary Coordinators for each Recipient.
2.2 Invoices. After the end of each month, the Provider, together
with its Affiliates or Subsidiaries providing Transition Services will submit
one invoice to the Recipient of such Transition Services for all Transition
Services provided to such Recipient and its Subsidiaries by the Provider during
such month. Such monthly invoices shall be issued no later than the fifteenth
day of each succeeding month. Each invoice shall include a summary list of the
previously agreed upon Transition Service for which there are fixed dollar fees,
together with documentation supporting each of the invoiced amounts that are not
covered by the fixed fee agreements. The total amount set forth on such summary
list and such supporting detail shall equal the invoice total, and will be
provided under separate cover apart from the invoice. All invoices shall be sent
to the attention of the Primary Coordinator of the applicable Recipient at the
address set forth in Section 6.5 hereof or to such other address as such
Recipient shall have specified by notice in writing to the Provider.
2.3 Payment of Invoices. (a) Payment of all invoices in respect of a
Transition Service shall be made by check or electronic funds transmission in
U.S. Dollars, without any offset or deduction of any nature whatsoever, within
thirty (30) days of the invoice date. All payments shall be made to the account
designated by the Provider to the Recipient, with written confirmation of
payment sent by facsimile to the Primary Coordinator or other person designated
thereby.
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(b) If any payment is not paid when due, the Provider shall have the
right, without any liability to the Recipient of such Transition Service, or
anyone claiming by or through such Recipient, upon five days' notice, to cease
providing any or all of the Transition Services provided by the Provider to such
Recipient, which right may be exercised by the Provider in its sole and absolute
discretion.
ARTICLE III
CONFIDENTIALITY
3.1 Obligation. Each party and its Subsidiaries shall not use or
permit the use of (without the prior written consent of the other parties) and
shall keep, and shall cause its consultants and advisors to keep, confidential
all information concerning the other parties received pursuant to or in
connection with this Agreement. Additionally, any information which is
identified by a party as being "highly sensitive" (in connection with a
contemplated acquisition or otherwise) shall not be disclosed outside of the
Provider's Risk Management staff.
3.2 Care and Inadvertent Disclosure. With respect to any
confidential information, each party agrees as follows:
(a) it shall use the same degree of care in safeguarding said
information as it uses to safeguard its own information which must be held
in confidence; and
(b) upon the discovery of any inadvertent disclosure or
unauthorized use of said information, or upon obtaining notice of such a
disclosure or use from any other party, it shall take all necessary
actions to prevent any further inadvertent disclosure or unauthorized use,
and, subject to the provisions of Section 1.5 above, each such other party
shall be entitled to pursue any other remedy which may be available to it.
ARTICLE IV
TERM AND TERMINATION
4.1 Term. This Agreement shall become effective on June 30, 1998 and
shall remain in force for a period of three years (or in the case of ACNielsen,
IMS Health and Gartner until November 1, 1999). After such initial period, this
Agreement shall automatically be renewed for successive one-year periods until
any party provides at least 180-days notice to the other parties of its
intention not to renew, unless all of the Transition Services are deleted by
each Recipient in accordance with Section 1.8 above, or this Agreement is
terminated under Sections 1.6, 4.3 or 6.16 below prior to the end of such Time
Period.
4.2 Intentionally Left Blank
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4.3 Termination. If any party (hereafter called the "Defaulting
Party") shall fail to perform or default in the performance of any of its
obligations under this Agreement (other than a payment default), the party
entitled to the benefit of such performance (hereinafter referred to as a
"Non-Defaulting Party") may give written notice to the Defaulting Party
specifying the nature of such failure or default and stating that the
Non-Defaulting Party intends to terminate this Agreement with respect to the
Defaulting Party if such failure or default is not cured within fifteen days of
such written notice. If any failure or default so specified is not cured within
such fifteen day period, the Non-Defaulting Party may elect to immediately
terminate this Agreement with respect to the Defaulting Party; provided,
however, that if the failure or default relates to a dispute contested in good
faith by the Defaulting Party, the Non-Defaulting Party may not terminate this
Agreement pending the resolution of such dispute in accordance with Article V
hereof. Such termination shall be effective upon giving a written notice of
termination from the Non-Defaulting Party to the Defaulting Party and shall be
without prejudice to any other remedy which may be available to the
Non-Defaulting Party against the Defaulting Party.
4.4 Termination of Obligations. Each Recipient specifically agrees
and acknowledges that all obligations of the Provider to provide each Transition
Service for which the Provider is responsible hereunder shall immediately cease,
with respect to such Recipient, upon the termination of this Agreement. Upon the
cessation of the Provider's obligation to provide any Transition Service, the
Recipient of such Transition Service shall immediately cease using, directly or
indirectly, such Transition Service (including, without limitation, any and all
software of the Provider or third party software provided through the Provider,
telecommunications services or equipment, or computer systems or equipment).
4.5 Survival of Certain Obligations. Without prejudice to the
survival of the other agreements of the parties, the following obligations shall
survive the termination of this Agreement: (a) the obligations of each party
under Articles III and IV, and (b) the Provider's right to receive the
compensation for the Transition Services provided by it hereunder provided in
Section 2.1 above incurred prior to the effective date of termination.
ARTICLE V
DISPUTE RESOLUTION
5.1 Dispute Resolution. Any disputes arising out of or in connection
with this Agreement shall be settled in accordance with the dispute resolution
mechanisms set forth in Article VI of the applicable Distribution Agreement
governing the particular parties.
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ARTICLE VI
MISCELLANEOUS
6.1 Complete Agreement; Construction. This Agreement, including the
Appendix hereto, shall constitute the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all previous
negotiations, commitments and writings with respect to such subject matter. In
the event and to the extent that there shall be a conflict between the
provisions of this Agreement and the provisions of any other Ancillary
Agreement, this Agreement shall control.
6.2 Other Ancillary Agreements. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the other Ancillary Agreements.
6.3 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.
6.4 Survival of Agreements. Except as otherwise contemplated by this
Agreement, all covenants and agreements of the parties contained in this
Agreement shall survive the applicable Distribution Date.
6.5 Notices. All notices and other communications hereunder shall be
in writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means of electronic message transmission with
delivery confirmed (by voice or otherwise) to the parties at the following
addresses (or at such other addresses for a party as shall be specified by like
notice) and will be deemed given on the date on which such notice is received:
To the Corporation:
[▇.▇. ▇▇▇▇▇▇▇▇▇ Inc.]
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
With a copy to:
[▇.▇. ▇▇▇▇▇▇▇▇▇ Inc.]
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
To New D&B:
The New Dun & Bradstreet Corporation
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇, Director of Risk Management
With a copy to:
The New Dun & Bradstreet Corporation
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Chief Legal Counsel
To Cognizant:
▇▇▇▇▇▇▇ Media Research, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ Media Research, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: [ ]
Attn: Chief Legal Officer
To IMS Health:
IMS Health Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇, Vice President and Treasurer
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With a copy to:
IMS Health Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
To ACNielsen:
ACNielsen Corporation
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
ACNielsen Corporation
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
To Gartner:
Gartner Group, Inc.
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy:
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
With a copy to:
Gartner Group Inc.
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56 Top ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy:
Attn: General Counsel
6.6 Waivers. The failure of any party to require strict performance
by any other party of any provision in this Agreement will not waive or diminish
that party's right to demand strict performance thereafter of that or any other
provision hereof.
6.7 Amendments. Subject to the terms of Section 4.3 hereof, this
Agreement may not be modified or amended except by an agreement in writing
signed by each of the parties hereto.
6.8 Assignment. This Agreement may not be assigned by any party,
other than to an Affiliate of such party or pursuant to a corporate
reorganization or merger, without the consent of the other party. Any assignment
in contravention of this Section 6.8 shall be void.
6.9 Successors and Assigns. The provisions to this Agreement shall
be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and permitted assigns.
6.10 Subsidiaries. Each of the parties hereto shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein
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to be performed by any Subsidiary of such party or by any entity that is
contemplated to be a Subsidiary of such party on and after the applicable
Distribution Date.
6.11 Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and should not be deemed to confer upon third
parties any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without reference to this Agreement.
6.12 Title and Headings. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
6.13 Intentionally Left Blank
6.14 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
6.15 Consent to Jurisdiction. Each of the parties irrevocably
submits to the exclusive jurisdiction of (a) the Supreme Court of the State of
New York, New York County, and (b) the United States District Court for the
Southern District of New York, for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated hereby.
Each of the parties agrees to commence any action, suit or proceeding relating
hereto either in the United States District Court for the Southern District of
New York or if such suit, action or other proceeding may not be brought in such
court for jurisdictional reasons, in the Supreme Court of the State of New York,
New York County. Each of the parties further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party's respective
address set forth above shall be effective service of process for any action,
suit or proceeding in New York with respect to any matters to which it has
submitted to jurisdiction in this Section 6.15. Each of the parties irrevocably
and unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in (i) the Supreme Court of the State of New York, New York
County, or (ii) the United States District Court for the Southern District of
New York, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
6.16 Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith
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negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
6.17 Laws and Government Regulations. Each Recipient shall be
responsible for (i) compliance with all laws and governmental regulations
affecting its businesses and (ii) any use such Recipient may make of the
Transition Services to assist it in complying with such laws and governmental
regulations. While the Provider shall not have any responsibility for the
compliance by the Recipient of such Transition Services with such laws and
regulations, the Provider agrees to use reasonable efforts to cause the
Transition Services to be provided by such party to be designed in such manner
that such Transition Services shall be able to assist the Recipient of such
Transition Services in complying with applicable legal and regulatory
responsibilities.
6.18 Relationship of Parties. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship of buyer and seller of services nor be
deemed to vest any rights, interests or claims in any third parties. The parties
do not intend to waive any privileges or rights to which they may be entitled.
6.19 Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the applicable
Distribution Agreement governing the relevant parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Transition Services Agreement to be executed the day and year first
above written.
THE DUN & BRADSTREET CORPORATION
By:
-----------------------------
Name:
Title:
THE NEW DUN & BRADSTREET
CORPORATION
By:
-----------------------------
Name:
Title:
COGNIZANT CORPORATION
By:
-----------------------------
Name:
Title:
IMS HEALTH INCORPORATED
By:
-----------------------------
Name:
Title:
ACNIELSEN CORPORATION
By:
-----------------------------
Name:
Title:
GARTNER GROUP, INC.
By:
-----------------------------
Name:
Title: