1.

Introduction .

(a)

Master Professional Services Agreement . The body of this agreement (i.e., the introductory paragraph through Article 21 ) and all schedules and annexes hereto (the “ Master Professional Services Agreement ” or “ MPSA ”) sets forth terms and conditions pursuant to which the Parties' may enter into supplementary agreements for the provision of Services.

(b)

Supplements and Work Orders . To the extent the Parties desire to enter into an agreement for Supplier to perform

(c)

Relationship of the Master Professional Services Agreement and Supplements . The term “ Agreement ” means, collectively, the MPSA and the Supplements. Unless and to the extent expressly excluded in a particular Supplement, all of the terms and conditions of this MPSA shall be deemed to be incorporated into such Supplement, unless, given the context of a particular term or condition, the term or condition is clearly inapplicable to such Supplement. For example, if this MPSA contains a term regarding Service Levels, and a particular Supplement does not contain Service Levels, such term would not apply to such Supplement. The terms and conditions of a particular Supplement (including incorporated MPSA terms and conditions as such may have been modified for such Supplement), apply only to such Supplement unless otherwise expressly provided. However, information in any Schedule to the MPSA (and all

(d)

References . References to any Schedule, Attachment, Appendix or Annex include all subparts of such documents. For example, a reference to Schedule 3 will include reference to Attachments 3-A , 3-B , and 3-C to Schedule 3 .

a.

Except as otherwise expressly provided in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in Schedule 1 .

b.

Each reference in this Agreement to “ Commencement Date ” refers to the applicable Commencement Date for the particular Services as designated in the applicable Supplement or a Companion Agreement for such Supplement. Each reference to “ Term ” refers to the Term for the applicable Supplement.

Schedule 1

Definitions

Schedule 2

Services

Schedule 3

Service Levels

Schedule 4

Pricing and Financial Provisions

Schedule 5

Human Resources Provisions

Schedule 6

Governance

Schedule 7

Facilities

Schedule 8

Rules, Procedures and Policies

Schedule 9

Insurance Requirements

Schedule 10

Collaboration Between the Parties

Schedule 11

Minimum Revenue Commitment and Termination Charges

Schedule 12

Direct Supplier Competitors

Schedule 13

FAR Flow Down Provisions as of Effective Date

Schedule 14

Approved Benchmarkers

Annex 1

Form of Supplement

Annex 2

Form of Non-Disclosure Agreement

(a)

At CoreLogic's request, Supplier shall enter into, or cause Supplier Affiliates to enter into, one or more companion agreements (in a form to be mutually agreed by the Parties at the time of such request) with non-U.S. Entities that are Eligible Recipients for the purpose of memorializing the implementation of this Agreement and the applicable Supplement (each, a “ Companion Agreement ”). All Services shall be provided by Supplier or the applicable Affiliate of Supplier pursuant to this Agreement or an executed Companion Agreement. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement.

(b)

CoreLogic shall be fully responsible and liable for all obligations of the applicable Eligible Recipient, and Supplier shall be fully responsible and liable for all obligations of itself or any Supplier Affiliate or Subcontractor of Supplier to the same extent as if such failure to perform or comply was committed by CoreLogic (in the case of the Eligible Recipients) or by Supplier (in the case of Supplier's Affiliates or Subcontractors) and each party will have the same rights under this Agreement if an event or circumstance (e.g., bankruptcy) occurs with respect to an Eligible Recipient (in the case of the rights of Supplier or a Supplier Affiliate or Subcontractor (in the case of the rights of CoreLogic) that is a party to a Companion Agreement, that it would have if such party were CoreLogic (in the case of the Eligible

(c)

The Supplier Account Manager (and his or her designees(s)) and the CoreLogic Relationship Manager (and his or her designees(s)) shall remain responsible for the administration of this Agreement and the individual Companion Agreements on a day-to-day basis on behalf of Supplier and CoreLogic respectively and shall each provide recommendations to his or her respective Party's authorized representative to amend, modify, change, waive or discharge their rights and obligations under this Agreement or such Companion Agreements as appropriate.

(d)

Notwithstanding anything to the contrary in any Companion Agreement, any and all disputes arising under or relating to any Companion Agreement shall be subject to the provisions of Article 19 , and under no circumstances shall CoreLogic or any Eligible Recipient, on the one hand, or Supplier, any Supplier Affiliate or Subcontractor, on the other hand, bring or attempt to bring any claim or other action arising under or relating to any Companion Agreement or this Agreement in any jurisdiction except as provided in Section 19.2 . In addition, CoreLogic shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Eligible Recipient that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each Eligible Recipient, to the same extent as if CoreLogic were such Eligible Recipient, subject to the limitations of liability applicable under this Agreement; provided that, in the event that CoreLogic enforces this Agreement and/or asserts any rights or exercises and receives the benefit of any remedies (as the case may be, a “ CoreLogic Remedial Action ”) that may be available to any Eligible Recipient, the Eligible Recipient on whose behalf the CoreLogic Remedial Action was brought shall not bring or assert, nor have the right to bring or assert, any duplicative or additional CoreLogic Remedial Action arising out of the same facts or circumstances giving rise to the CoreLogic Remedial Action brought or asserted on its behalf by CoreLogic. Supplier shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Affiliate or Subcontractor that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each Affiliate or Subcontractor hereunder, to the same extent as if Supplier were such Affiliate or Subcontractor, subject to the limitations of liability applicable under this Agreement; provided that, in the event that Supplier enforces this Agreement and/or asserts any rights or exercises and receives the benefit of any remedies (as the case may be, a “ Supplier Remedial Action ”) that may be available to any Supplier Affiliate or Supplier Subcontractor, the Affiliate or Subcontractor on whose behalf the Supplier Remedial Action was brought shall not bring or assert, nor have the right to bring or assert, any duplicative or additional Supplier Remedial Action arising out of the same facts or circumstances giving rise to the Supplier Remedial Action brought or asserted on its behalf by Supplier. Each reference to “Supplier” in this Agreement shall be deemed to refer to Supplier Affiliates or Subcontractors, to the extent such Supplier Affiliates or Subcontractors perform, or are obligated to perform, Services under any Companion Agreement.

4.

SERVICES .

(a)

Services . During the periods set forth in the applicable Supplement, Supplier shall provide the following services as they may evolve during the Term (or be supplemented, enhanced, modified or replaced by the Parties) to CoreLogic, and, upon CoreLogic's request, to Eligible Recipients and Authorized Users designated by CoreLogic:

(i)

The services, functions and responsibilities described as Supplier's responsibility in the applicable Supplement and elsewhere in this Agreement;

(ii)

The related services, functions and responsibilities performed during the *** months preceding the Commencement Date by, (a) in the case of Supplement A , the Continuing Employees (as such term is defined in Schedule A-5 thereto) and (b) with respect to all other Supplements, CoreLogic Personnel (including CoreLogic Affiliates and contractors) who were displaced or whose functions were displaced as a direct result of such Supplement, even if the service, function, or responsibility is not specifically described in such Supplement (provided that, in the event of a direct conflict between the description of services, functions and responsibilities in such Supplement and the scope of services as described in this Section 4.1(a)(ii) , the description in such Supplement shall control); and

(iii)

All subtasks of the obligations covered in the description of Services set forth in a Supplement, whether or not such subtasks are written in such description of Services.

(b)

*** Services . If any services, functions or responsibilities *** described in a Supplement are *** or *** of the described Services, or are *** for *** or *** of the Services in *** with this Agreement, those services, functions and responsibilities *** be *** to be *** within the scope of the Services to be delivered for the Charges, *** if such *** or *** were *** in such Supplement (other than any such services, functions or responsibilities that are specified as CoreLogic's responsibility hereunder or under the applicable Supplement).

(c)

Required Resources . Except as otherwise expressly provided in the applicable Supplement or otherwise in this Agreement, Supplier shall be responsible for providing the facilities, personnel, Equipment, Materials, technical knowledge, expertise and other resources necessary to provide the Services.

(d)

Supplier Responsibility . Supplier shall be responsible for the performance of the Services in accordance with this Agreement even if such Services are actually performed or dependent upon services performed by Subcontractors and other non-Supplier Personnel, including CoreLogic employees, for whom Supplier is *** or *** responsible under this Agreement.

a.

Transition . Supplier shall perform the services required to smoothly transfer responsibility for the services to be transitioned from CoreLogic (or Third Party Contractors where applicable) to Supplier (the “ Transition Services ”), including those described in any transition plan set forth in the applicable Supplement (the “ Transition Plan ”).

b.

Initial Transition Plan . If an initial Transition Plan is set forth in the applicable Supplement, Supplier shall prepare and deliver to CoreLogic a detailed Transition Plan for CoreLogic's review, comment and approval within the time period agreed and set forth in the applicable Supplement. The proposed detailed Transition Plan shall describe in greater detail the specific transition activities to be performed by Supplier, but shall be consistent in all material respects with the initial Transition Plan, including the activities, Deliverables, Transition Milestones and Deliverable Credits described in the initial Transition Plan. Supplier shall address and resolve any questions or concerns CoreLogic may have as to any aspect of the proposed detailed Transition Plan and incorporate any modifications, additions or deletions to such Transition Plan mutually agreed by the Parties. To the extent practicable, given the timing and level of questions/concerns to be addressed, Supplier shall deliver a revised Transition Plan to CoreLogic for CoreLogic's approval of the detailed Transition Plan within *** days after the Supplement Effective Date unless another period is agreed upon by the Parties. The detailed Transition Plan, as approved by CoreLogic, shall be deemed to be appended to and incorporated in the applicable Supplement.

c.

Detailed Transition Plan . To the extent requested by CoreLogic, the detailed Transition Plan shall identify (i) the transition activities to be performed by Supplier and the significant components, subcomponents and the conditions precedent associated with each such activity, (ii) all Deliverables to be completed by Supplier in connection with the Transition Services, (iii) the date(s) by which each such activity or Deliverable is to be completed (the “ Transition Milestones ”), (iv) the completion date for each Transition Services task, (v) the contingency or risk mitigation strategies to be employed by Supplier in the event of disruption or delay, (vi) the acceptance criteria (and, if appropriate, description of applicable testing) to be applied by CoreLogic in evaluating Transition Services deliverables, (vii) any transition responsibilities to be performed or transition resources to be provided by CoreLogic, (viii) any related documents contemplated by this Agreement and/or required to effectuate the transition to be executed by the Parties and (ix) a detailed work plan identifying the specific transition activities to be performed by Supplier on a *** basis during the Transition Period.

d.

Performance . Supplier shall perform the Transition Services described in the Transition Plan in accordance with the timetable and the Transition Milestones set forth in the Transition Plan. Supplier shall perform the Transition Services in a manner that will not disrupt the business or operations of any of the Eligible Recipients or degrade the Services then being received by any of the Eligible Recipients, except as may be otherwise addressed in the Transition Plan. Prior to undertaking any transition activity, Supplier shall discuss with CoreLogic all *** material risks and shall not proceed with such activity until *** is *** with the plans with regard to such risks (provided that neither Supplier's disclosure of any such risks to CoreLogic, nor CoreLogic's acquiescence in Supplier's plans, shall operate or be construed as limiting Supplier' responsibility under this Agreement). Supplier shall identify and resolve, with CoreLogic's reasonable assistance, any problems that may impede or delay the timely completion of each task in the Transition Plan that is Supplier's responsibility and shall use all commercially reasonable efforts to assist CoreLogic with the resolution of any problems that may impede or delay the timely completion of each task in the Transition Plan that is CoreLogic's responsibility.

e.

Reports . Supplier shall meet at least *** with CoreLogic to report on its progress in performing its responsibilities set forth in the Transition Plan. Supplier also shall provide written reports to CoreLogic at least *** regarding such matters, and shall provide oral reports more frequently if reasonably requested by CoreLogic. Promptly after receiving any information indicating that Supplier may not perform its responsibilities or meet the timetable set forth in the Transition Plan, Supplier shall notify CoreLogic in writing of the potential delays and shall identify when possible for CoreLogic's consideration and approval specific measures to address such delay and mitigate the risks associated therewith.

f.

*** or *** of Transition Activities . CoreLogic reserves the right, in its sole discretion, to *** or *** the performance of the Transition Services and/or the transition of all or any part of the Services. If CoreLogic elects to exercise such right because of Supplier's failure to perform the Services related to a Transition Milestone, or Supplier's failure to perform its transition-related obligations under the applicable Supplement or this Section 4.2 , CoreLogic shall *** or *** in connection with such decision. If CoreLogic's decision is not based in material part on *** about Supplier's ability to perform the Services or Supplier's failure to perform its obligations under the applicable Supplement, *** shall *** for *** reasonably *** as a result of such decision (provided that *** notifies *** in advance of such ***, obtains *** prior to *** such ***, and uses commercially reasonable efforts to minimize such costs).

g.

Failure to Meet Transition Milestones .

i.

If Supplier fails to meet a Transition Milestone, Supplier shall pay CoreLogic any Deliverable Credits specified in the applicable Supplement for such Transition Milestone.

ii.

Neither the Transition Services nor the activities and Deliverables associated with individual Transition Milestones will be deemed complete until Acceptance of such activities and Deliverables.

iii.

In addition to any Deliverable Credits provided pursuant to Section 4.2(g)(i) , subject to Section 9.14 and except as provided in Section 10.2 , if Supplier fails to meet the date specified for any Transition Milestone, Supplier shall *** be *** to *** for work associated with such Transition Milestone after such date.

h.

Termination for Cause . In addition to any other termination right CoreLogic may have under this Agreement, CoreLogic may terminate the applicable Supplement in whole or in part for cause if (i) Supplier materially breaches its obligations with respect to the provision of Transition Services and fails to cure such breach within *** days after its receipt of written notice, (ii) Supplier fails to meet a Transition Milestone and such failure constitutes a material breach of the applicable Supplement and Supplier fails to cure such breach within *** days after its receipt of written notice or (iii) Supplier fails to meet a Transition Milestone designated in the applicable Supplement as a “Critical Transition Milestone”. In all such events, subject to Section 18.2 , CoreLogic may recover the damages suffered by the Eligible Recipients in connection with such a termination, provided that, if such termination is based on Supplier's failure to meet a Transition Milestone, Supplier shall be entitled to set-off against such damages any Deliverable Credits Supplier has paid for the failure to meet such Transition Milestone.

a.

Procedures . If CoreLogic requests that Supplier perform any New Services reasonably related to the Services or other services generally provided by Supplier, Supplier shall promptly prepare a New Services proposal for CoreLogic's consideration. Unless otherwise agreed by the Parties, Supplier shall prepare such New Services proposal *** to CoreLogic and shall deliver such proposal to CoreLogic within ten (10) business days of its receipt of CoreLogic's

b.

Use of Third Parties . CoreLogic may elect to solicit and receive bids from third parties to perform any New Services. If CoreLogic elects to use third parties to perform New Services, (i) such New Services shall not be deemed “Services” under the provisions of this Agreement, and (ii) Supplier shall cooperate with such third parties as provided in Section 4.5 .

c.

Services Evolution and Modification . The Parties anticipate that the Services will evolve and be supplemented, modified, or enhanced over time to keep pace with technological advancements and improvements in the methods of delivering Services and changes in the businesses of the Eligible Recipients. The Parties acknowledge and agree that these changes will modify the Services and *** to result in *** or *** Charges *** the changed services *** the *** of ***.

d.

Authorized User and Eligible Recipient Requests . Supplier shall promptly inform the CoreLogic Relationship Manager or his or her designee of requests for New Services from Authorized Users or Eligible Recipients, and shall submit any proposals for New Services to the CoreLogic Relationship Manager or his or her designee. Supplier shall not agree to provide New Services to any Authorized Users or Eligible Recipients, and CoreLogic shall not pay for such New Services, without the prior written approval of the CoreLogic Relationship Manager or his or her designee.

a.

Billable Projects . Supplier shall perform Projects requested and approved by CoreLogic pursuant to this Agreement and the applicable Supplement. A Project may consist of or include work that would otherwise be treated as New Services. Supplier Personnel assigned to perform such Projects shall possess the training, education, experience, competence and skill to perform such work. The CoreLogic Relationship Manager or his or her designee shall request, define and set the priority for such Projects. Supplier shall maintain appropriate continuity of personnel assigned to perform Projects in accordance with the requirements set forth in Article 8 below. Supplier shall utilize its personnel as and to the extent necessary to perform the work in question and meet the agreed Project schedule.

b.

The CoreLogic Relationship Manager or his or her designee may identify new or additional work activities to be performed by Supplier Personnel possessing the required skills (including work activities that would otherwise be treated as New Services) or reprioritize or reset the schedule for existing work activities to be performed by such Supplier Personnel. Unless otherwise agreed, CoreLogic shall incur *** for the performance of such work activities by Supplier Personnel then assigned to CoreLogic. Supplier shall use commercially reasonable efforts to perform such work activities without impacting the established schedule for other tasks or the performance of Services in accordance with the Service Levels. If it is not possible to avoid such an impact, Supplier shall notify CoreLogic of the anticipated impact and obtain its consent prior to proceeding with such work activities. CoreLogic, in its sole discretion, may forego or delay such work activities or temporarily or permanently adjust the work to be performed by Supplier, the schedules associated therewith or the Service Levels to permit the performance by Supplier of such

a.

Right of Use . This Agreement shall not be construed as a requirements contract and shall not be interpreted to prevent any Eligible Recipient from obtaining from third parties (each, a “ Third Party Contractor ”), or providing to themselves, any or all of the Services or any other services. Subject to any pricing-related constraints (e.g., volume based pricing) or minimum commitments as may be specifically provided in this Agreement, (a) nothing in this Agreement limits CoreLogic's right or ability to add or delete Eligible Recipients or increase or decrease its demand for Services, and (b) nothing in this Agreement should be construed or interpreted as limiting CoreLogic's right or ability to change Service volumes or move parts of any Service in or out of scope. To the extent CoreLogic adds or deletes Eligible Recipients or any Eligible Recipient increases or decreases its demand for Services or obtains Services from a Third Party Contractor or provides Services to itself, the amount to be paid to Supplier by CoreLogic will be equitably adjusted pursuant to the terms of this Agreement and/or any Supplement, including, if applicable in accordance with Schedule 4 or as otherwise specified in the applicable Supplement. Except as otherwise provided in an applicable Supplement or Work Order, CoreLogic will not be obligated to pay Termination Charges in connection with such adjustment.

b.

Supplier Cooperation . Supplier shall cooperate with and work in good faith with CoreLogic, the other Eligible Recipients and Third Party Contractors as described in this Agreement or requested by CoreLogic and at no additional charge to CoreLogic (except to the extent that such cooperation qualifies as New Services). If and to the extent requested by CoreLogic, Supplier shall provide such cooperation by, among other things: (i) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Materials and/or Systems to the extent necessary and appropriate for CoreLogic, the other Eligible Recipients or Third Party Contractors to perform the work assigned to them; (ii) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Materials or Systems procured, operated, supported or used by Supplier in connection with the Services; (iii) providing access to CoreLogic Data to the Eligible Recipients and/or Third Party Contractors in the same manner and to the same extent access to such data is provided to CoreLogic; (iv) timely providing cooperation and assistance in accordance with Section 20.8 to facilitate the orderly transfer of terminated Services from Supplier to CoreLogic, the other Eligible Recipients and/or Third Party Contractors; (v) ensuring that there is no *** in the *** of the Services caused by the adjustments made by Supplier (other than as approved in advance by CoreLogic) following such transfer of Services, (vi) establishing procedures and other arrangements with Third Party Contractors to ensure continuity of seamless service to CoreLogic (e.g., RACI charts, multi-supplier governance procedures) and (vii) any other cooperation or assistance reasonably necessary for CoreLogic, the other Eligible Recipients and/or Third Party Contractors to perform the work in question. CoreLogic personnel and Third Party Contractors shall comply with Supplier's reasonable security and confidentiality requirements, and shall, to the extent performing work on Materials, Equipment or Systems for which Supplier has operational responsibility, comply with Supplier's reasonable standards, methodologies, and procedures. If requested by CoreLogic, Supplier shall work reasonably with CoreLogic and Third Party Contractors to enter into a mutually agreed joint governance and issue resolution document between Supplier and Third Party Contractors who provide similar or related services to CoreLogic.

c.

Managed Third Parties . With respect to Third Party Contractors identified in a Supplement as “Managed Third Parties” and any substitutes or replacements for Third Party Contractors so identified (each, a “ Managed Third Party ”), Supplier shall: (i) manage the Managed Third Parties, including monitoring operational day-to-day service delivery, monitoring performance, escalating problems for resolution, and maintaining technical support relationships; (ii) *** by ***, work with CoreLogic to manage new and existing contractual relationships between CoreLogic and Managed Third Parties; (iii) oversee Managed Third Party delivery of services and compliance with the service levels and the performance standards contained in CoreLogic's agreement with the Managed Third Party (to the extent such relevant terms are made known to Supplier); (iv) notify CoreLogic and the Managed Third Party of each Managed Third Party failure to perform in accordance with the performance standards or other terms and conditions contained in CoreLogic's agreement with the Managed Third Party (to the extent such relevant terms are made known to Supplier); (v) escalate Managed Third Party performance failures to Managed Third Party management as promptly as practicable to achieve timely resolution; (vi) monitor and manage the Managed Third Party's efforts to remedy a failure of performance; (vii) communicate to CoreLogic the status of the Managed Third Party's efforts to remedy a failure of performance; (viii) recommend retention, replacement, modification, or termination of the Managed Third Party based on the performance or cost benefits to CoreLogic as tracked by Supplier; and (ix) participate and assist in the *** (e.g., *** or ***) of such Managed Third Parties if CoreLogic requests that re-sourcing.

5.

REQUIRED CONSENTS .

6.

FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION OF SERVICES .

(a)

Service Facilities . Supplier and its Affiliates and Subcontractors will only supply or provide the Services at or from (i) the CoreLogic Facilities and Supplier Facilities described in Schedule 7 , or (ii) any other service location permitted by applicable Law and approved in advance in writing by CoreLogic. Supplier shall obtain CoreLogic's prior approval, which approval shall not unreasonably withheld or delayed, prior to (i) any proposed relocation or reallocation by Supplier, its Affiliates or Subcontractors of the provision of a Service to a new or different Supplier Facility within the same country that has been approved by CoreLogic, or (ii) movement of the provision of a Service from one approved Supplier Facility to another Supplier Facility in a different country (except to the extent that such movement has been expressly approved by CoreLogic in any personnel projection matrix or transition plan attached to a Supplement). CoreLogic will discuss such Supplier requests to move to a country from which CoreLogic has not approved provision of Services; provided, CoreLogic may refuse any such request for one or more business reasons identified by CoreLogic, including, because CoreLogic has determined that (1) such location may have a material adverse impact on the Services or the business or reputation of CoreLogic or any Eligible Recipient, (2) events or conditions in such location interfere with CoreLogic's or any Eligible Recipient's ability to conduct its business or to exercise and enforce its rights under this Agreement, or to protect its assets and rights generally or to remain in compliance with applicable Laws, or (3) CoreLogic's compliance function has determined that such location is not an acceptable location in which for CoreLogic to conduct business, or (4) constraints in the customer agreements of CoreLogic or an Eligible Recipient. *** shall be *** for *** or *** resulting from any *** to a *** or ***, including any costs or expenses incurred or experienced by *** as a result of such relocation. CoreLogic shall have the right to request that Supplier relocate the performance of all or any portion of the Services to a different location, and if Supplier relocates performance of the Services to such location, *** shall be *** for *** and ***, *** or *** resulting from such CoreLogic-initiated relocation, to the extent such incremental costs, taxes or expenses *** other *** of ***. Supplier will store and process CoreLogic Data only in the locations set forth in Schedule 7 . Supplier shall not transfer CoreLogic Data to any other locations, nor change the locations for storage and processing of such CoreLogic Data, except as expressly permitted in Schedule 7 , or otherwise with the express written consent of CoreLogic, which CoreLogic may withhold in its sole discretion.

(b)

*** Responsibilities . Except as provided in Sections 6.1(a) , 6.2 and 6.5(e) and the applicable Supplement, *** shall be responsible for providing all furniture, fixtures, Equipment, space and other facilities required to perform the Services and all upgrades, improvements, replacements and additions to such furniture, fixtures, Equipment, space and facilities required to perform the Services.

a.

Access and Use . CoreLogic shall provide Supplier with access to and the use of the CoreLogic Facilities (or equivalent space) described in Schedule 7 or specified in the applicable Supplement for the periods specified therein solely as necessary for Supplier to perform its obligations under this Agreement. If any given Supplement provides that CoreLogic will make office space or storage space at any CoreLogic Facilities available to Supplier, then CoreLogic will provide such space and any reasonable and customary related office support services (such as parking privileges, access cards or badges, cafeteria services, Internet, phone, fax, photocopier and furniture), to Supplier, as such level of support services may be modified from time to time, but only to the extent CoreLogic provides such items to its own employees at such CoreLogic location. Supplier shall only provide Services from the locations set forth in the Supplement and will not change those locations without CoreLogic's prior written approval. Supplier's use of any of CoreLogic's locations does not constitute or create a leasehold interest, and CoreLogic may, upon request from time to time, require that Supplier re-locate to other reasonably equivalent space within CoreLogic's location. THE CoreLogic FACILITIES ARE PROVIDED BY CoreLogic TO Supplier ***. CoreLogic *** AS TO THE CoreLogic FACILITIES, OR THEIR *** BY Supplier.

b.

CoreLogic Rules . In performing the Services, Supplier shall observe and comply with all CoreLogic policies, guidelines, rules, and regulations applicable to CoreLogic Facilities or the performance of the Services that are communicated to Supplier, including those set forth on Schedule 8 and those communicated to Supplier or Supplier Personnel by the means generally used by CoreLogic to disseminate such information to its employees or contractors (collectively, “ CoreLogic Rules ”). Supplier shall be responsible for the promulgation and distribution to Supplier Personnel of CoreLogic Rules that have been communicated to Supplier. In addition, Supplier and Supplier Personnel shall be responsible for familiarizing themselves with the premises and operations at each CoreLogic Facility at, to or from which Services are rendered and the CoreLogic Rules applicable to each such Site or Facility that are communicated to Supplier. Additions or modifications to the CoreLogic Rules may be (i) communicated orally by an Eligible Recipient directly to Supplier and Supplier Personnel, provided that as promptly as practicable after such

a.

To the extent any Equipment used by Supplier or Supplier Personnel is, with CoreLogic's approval, to be connected to any network operated by or on behalf of an Eligible Recipient (a “ CoreLogic Network ”), such Equipment (and all Software installed thereon) shall be (i) subject to review and approval in advance by CoreLogic, not to be unreasonably withheld or delayed (Supplier shall cooperate with CoreLogic in the testing, evaluation and approval of such Equipment), (ii) in strict compliance with the then-current CoreLogic Rules and CoreLogic Standards communicated to Supplier in advance, unless and to the extent deviations are approved in advance by CoreLogic. Supplier shall not install or permit the installation of any other software on such Equipment without CoreLogic's prior approval. Supplier will use each CoreLogic Network for the sole and limited purpose of and to the limited extent necessary for performing the Services. Supplier shall not access, or attempt to access, any part of any CoreLogic Network that Supplier is not authorized to access, including any part of the CoreLogic Network that is not reasonably necessary for and pertinent to the performing the Services.

b.

Except as otherwise agreed in a Supplement (A) all Services involving the use of CoreLogic Materials will be performed on or using a *** designated by *** and (B) all Developed Materials will be created on *** through such ***.

c.

Supplier shall only access a CoreLogic Network using one or more Access Codes provided by CoreLogic, and shall ensure that only the Supplier Personnel who are authorized by CoreLogic to use an Access Code (by name, title, job function or otherwise) use such Access Code to access the CoreLogic Network. Supplier shall inform CoreLogic of the name(s) of each of the Supplier Personnel that Supplier desires CoreLogic to authorize to access any CoreLogic Network. Supplier shall notify CoreLogic promptly if any of the Supplier Personnel who has been granted an Access Code has been (i) terminated from employment or otherwise is no longer one of the Supplier Personnel, or (ii) reassigned and no longer requires access to the CoreLogic Network. Supplier shall ensure that no one other than those Supplier Personnel who receive Access Codes in accordance with this Agreement access the CoreLogic Network through any Access Codes or other facilities provided by CoreLogic to Supplier. Access Codes will be deemed Confidential Information of CoreLogic.

d.

Supplier acknowledges and agrees that, to the extent permitted by applicable Law, CoreLogic has the right to monitor, review, record and investigate all uses of the CoreLogic Network and CoreLogic resources by Supplier, including all email or other communications sent to, from, or through the CoreLogic Network, regardless of the content of such communications, and Supplier hereby consents to such reviewing, monitoring, recording and investigation. Without prejudice to CoreLogic's obligations under Section 13.1 (Confidential Information), Supplier acknowledges and agrees that it does not have any expectation of privacy with respect to any personal information or personal communications made by or to it through the CoreLogic Network.

a.

Financial Responsibility . To the extent Supplier is financially responsible under the applicable Supplement for certain Third Party Software licenses, Equipment leases or Third Party Contracts, if any, Supplier shall (i) pay all amounts becoming due under such licenses, leases or contracts, ***, for periods on or after Supplier's assumption of financial responsibility; (ii) refund to CoreLogic any prepayment of such amounts in accordance with Section 11.5(a) ; (iii) pay all modification, termination, cancellation, late payment, renewal or other fees, penalties, charges, interest or other expenses relating to periods on or after the date of transfer or Supplier's assumption of financial responsibility; (iv) unless otherwise agreed by the Parties, pay *** associated with the transfer of such licenses, leases and contracts to Supplier, including all taxes associated with such transfer; and (v) be responsible for *** in Supplier's performance under such licenses, leases and contracts on or after the date of transfer or Supplier's assumption of financial responsibility.

b.

Operational Responsibility . To the extent Supplier is operationally responsible under the applicable Supplement for certain Software, Equipment, Equipment leases or related Third Party Contracts, Supplier shall be responsible, to the extent relevant to the Services, for (i) the evaluation, procurement, testing, installation, use, support, management, administration, operation and maintenance of such Software, Equipment, Equipment leases and Third Party Contracts and new, substitute or replacement items (including Upgrades, enhancements, and new versions or releases of Software); (ii) the performance, availability, reliability, compatibility and interoperability of such Software, Equipment, Equipment leases and Third Party Contracts, each in accordance with this Agreement; (iii) the compliance with and performance of all operational, administrative and non-financial contractual obligations specified in such licenses, leases and contracts; (iv) the administration and exercise as appropriate of all rights available under such licenses, leases and contracts; and (v) the payment of *** fees, penalties, charges, interest or other expenses resulting from Supplier's failure to comply with or perform its obligations under this Section 6.5(b) (except to the extent that such failure directly results from a breach by CoreLogic of its obligations under this Agreement).

c.

Rights Upon Expiration/Termination . With respect to all Third Party Software licenses, Equipment leases and Third Party Contracts (x) for which Supplier is financially responsible under the applicable Supplement or (y) that are Integral Third Party Materials, Supplier shall use commercially reasonable efforts to (i) obtain for CoreLogic, the other Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Sections 14.6 and 20.8 , (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the *** by ***, the other *** and/or their designee(s) of ***, (iii) ensure that the terms, conditions and prices applicable to CoreLogic, the other Eligible Recipients and/or their designee(s) following expiration or termination are *** those otherwise applicable to Supplier, and at least sufficient for the continuation of the activities comprising the Services, and (iv) ensure that neither the expiration/termination of the applicable Supplement nor the assignment of the license, lease or contract will *** or ***. If Supplier is unable to obtain any such rights and assurances, it shall notify CoreLogic in advance and Supplier shall *** such Third Party Software license, Equipment lease and/or Third Party Contract without *** (and *** such *** of any such license, lease or contract shall *** to *** or ***, at *** to ***, for such license, sublicense, assignment or other right for ***, the *** and their *** upon expiration or termination).

d.

Evaluation of Third Party Software, Equipment . In addition to its obligations under Sections 6.5(a) and (b) and in order to facilitate CoreLogic's control of architecture, standards and plans pursuant to Section 9.5 , Supplier shall use commercially reasonable efforts to evaluate any Third Party Software and Equipment selected by or for an Eligible Recipient to determine whether such Software and Equipment will *** their environment or ability to interface with and use the Software, Equipment and Systems and/or Supplier's ability to provide the Services. Supplier shall complete and report the results of such evaluation to CoreLogic within *** days, or such time period as may otherwise be mutually agreed, of its receipt of CoreLogic's request; provided that Supplier shall use commercially reasonable efforts to respond more quickly in the case of a pressing business need or an emergency situation.

e.

CoreLogic Provided Equipment .

i.

CoreLogic shall provide Supplier with the use of the CoreLogic owned and/or leased Equipment identified in the applicable Supplement as “CoreLogic Provided Equipment” (collectively, the “ CoreLogic Provided Equipment ”) for the periods specified therein solely for and in connection with the performance of the Services. Upon the expiration of the period specified in the applicable Supplement for each item of CoreLogic Provided Equipment (or when such CoreLogic Provided Equipment is no longer required by Supplier for the performance of the Services), Supplier shall promptly return such CoreLogic Provided Equipment to CoreLogic, the other Eligible Recipients and/or their designee(s) in condition at least as good as the condition thereof on the date initially provided to Supplier, ordinary wear and tear excepted. THE CoreLogic PROVIDED EQUIPMENT

a.

Assignment and Assumption . Subject to each Party obtaining such Party's Required Consents, on and as of the Commencement Date (or, if later, the date on which Supplier assumes responsibility for the Services in question in accordance with the Transition Plan), CoreLogic shall assign to Supplier, and Supplier shall assume and agree to perform all obligations related to, Third Party Contracts that are agreed by the Parties in an applicable Supplement to be so assigned; provided, however, that such assignment shall not include any assignment or transfer of any intellectual property rights in Materials developed under such Third Party Contracts prior to the date of such assignment and, as between the Parties, except as otherwise expressly agreed by the Parties in such Supplement, CoreLogic hereby expressly reserves and retains such intellectual property rights. The Parties shall execute and deliver a mutually satisfactory assignment and assumption agreement evidencing any such assignments.

b.

Items Not Assignable by Commencement Date . With respect to any Software licenses, Equipment leases or Third Party Contracts that cannot, as of the Commencement Date (or, if later, the date on which Supplier assumes responsibility for the Services in question in accordance with the Transition Plan), be assigned to Supplier without breaching their terms or otherwise adversely affecting the rights or obligations of CoreLogic thereunder, the performance obligations shall be deemed to be subcontracted or delegated to Supplier until any Required Consent, notice or other prerequisite to assignment can be obtained, given or satisfied by Supplier. It is understood that, from and after the Commencement Date (or, if later, the date on which Supplier assumes responsibility for the Services in question in accordance with the Transition Plan), Supplier, as a subcontractor or delegatee, shall be financially and operationally responsible for such Third Party Contract as CoreLogic's agent. Supplier shall use all commercially reasonable efforts to satisfy the consent, notice or other prerequisites to assignment and, upon Supplier doing so, the Third Party Contract shall immediately be assigned and transferred to and assumed by Supplier.

c.

Non-Assignable Items . If, after Supplier has used all commercially reasonable efforts for a reasonable period of time, a Third Party Contract cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of CoreLogic thereunder, the Parties shall take all actions and execute and deliver all documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.

d.

Modification and Substitution . Supplier may terminate, shorten, modify or extend the Third Party Contracts for which Supplier is financially responsible and may substitute or change suppliers relating to goods or services covered thereby; provided that, except as otherwise disclosed by Supplier and agreed to by CoreLogic, such change(s) (i) shall not constitute a breach of any obligation of the Eligible Recipients under such Third Party Contracts; (ii) shall not result in additional financial obligations, financial or operational risk or Losses to the Eligible Recipients; (iii) shall not result in any increase to the Eligible Recipients in the cost of receiving the Services; and (iv) shall not provide for less favorable terms, conditions or prices for CoreLogic, the other Eligible Recipients and/or their respective designee(s) following the expiration or termination of the Term or any applicable Service than would otherwise be applicable to Supplier (except for terms, conditions or prices available to Supplier because of its volume purchases), unless CoreLogic has otherwise agreed that such Third Party Contract is not assumable. Supplier's rights under the immediately preceding sentence are conditioned upon Supplier paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable supplier associated with such action and indemnifying the Eligible Recipients against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Supplier shall not terminate, shorten or modify without CoreLogic's prior written consent any license for Third Party Software either *** for the *** or otherwise not ***.

7.

SERVICE LEVELS .

(a)

Service Level Credits . Supplier recognizes that CoreLogic is paying Supplier to deliver certain Services at specified Service Levels. If Supplier fails to meet any Service Levels, then, in addition to other remedies available to CoreLogic, Supplier shall pay or credit to CoreLogic the performance credits calculated in accordance with Schedule 3 (“ Service Level Credits ”) in recognition of the diminished value of the Services resulting from Supplier's failure to meet the agreed upon level of performance, and not as a penalty. Supplier may, if and to the extent agreed in an applicable Supplement, have the opportunity to earn back Service Level Credits based on Supplier's achievement of certain levels of services calculated in accordance with earn-back provisions set forth in such Supplement. Under no circumstances shall the imposition of Service Level Credits be construed as *** for any failure to meet the Service Levels. *** if CoreLogic recovers monetary damages from Supplier as a result of Supplier's failure to meet a Service Level, Supplier shall be entitled to set-off against such damages any Service Level Credits paid for the failure giving rise to such recovery. Service Level Credits are *** and are *** the overall cap on Supplier's liability.

(b)

Deliverable Credits . Supplier recognizes that CoreLogic is paying Supplier to provide certain Critical Deliverables by the time and in the manner agreed by the Parties. If Supplier fails to meet its obligations with respect to Critical Deliverables, then, in addition to other remedies available to CoreLogic, Supplier shall pay or credit to CoreLogic the Deliverable Credits specified in the applicable Supplement or established as part of a project or action plan approval process on a case-by-case basis in recognition of the diminished value of the Services resulting from Supplier's failure to meet the agreed upon level of performance, and not as a penalty. If CoreLogic recovers monetary damages from Supplier as a result of Supplier's failure to meet its obligations with respect to one or more Critical Deliverables, Supplier shall be entitled to set-off against such damages any Deliverable Credits paid for the failure(s) giving rise to such recovery. Deliverable Credits are *** and are *** the *** on *** liability and are in *** to ***.

(a)

Approval of Key Supplier Personnel .

(i)

Supplier shall fill the positions/roles specified as “Key Supplier Personnel” positions/roles in the applicable Supplement with Supplier Personnel approved by CoreLogic in accordance with this Section 8.2 . Supplier shall identify and obtain CoreLogic's approval of the initial Key Supplier Personnel prior to the completion of any Transition Services, or if no Transition Services are to be performed under a particular Supplement, then prior to the Commencement Date.

(ii)

Before assigning an individual to act as a Key Supplier Personnel, whether as an initial or subsequent assignment, Supplier shall notify CoreLogic of the proposed assignment, introduce the individual to appropriate CoreLogic representatives, permit CoreLogic representatives to *** the ***, and provide CoreLogic with a resume and any other information about the individual's knowledge, skills, abilities, and other qualifications to serve in the

(iii)

CoreLogic may from time to time *** as Key Supplier Personnel under this Agreement with Supplier's approval, which shall not be unreasonably withheld.

(b)

Continuity of Key Supplier Personnel . Supplier shall cause each of the Key Supplier Personnel to devote the lesser of (i) *** months and (ii) the amount of time specified in the applicable Supplement to the provision of Services. Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, significant family considerations that require a Key Supplier Personnel to move to a location in their home country that subsequently prevents such individual from adequately performing his or her obligations as a Key Supplier Personnel (“ Significant Family Considerations ”), illness, disability or death (the “ Assignment Exceptions ”) or announce its intention to do so during the specified period without CoreLogic's prior approval, which CoreLogic may withhold in its reasonable discretion. Supplier may also request the removal of any Key Supplier Personnel for failure to perform his/her functions, and CoreLogic shall not unreasonably withhold or delay its approval of such requests. In the event of the voluntary resignation, involuntary termination for cause, failure to perform (as agreed by the Parties above), Significant Family Considerations, illness, disability or death of any of its Key Supplier Personnel during or after the specified period, Supplier shall, (i) give CoreLogic as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain CoreLogic's approval of a suitable replacement. In addition, unless and to the extent a Key Supplier Personnel position ceases to be so designated after a defined period, even after the minimum period specified above, Supplier shall transfer, reassign or remove any of its Key Supplier Personnel only after (1) giving CoreLogic reasonable prior notice, (2) identifying and obtaining CoreLogic's approval of a suitable replacement in a reasonable period of time prior to the effective date of such transfer, reassignment or removal, (3) demonstrating to CoreLogic's *** that such action will not have an adverse impact on Supplier's performance of its obligations under this Agreement, and (4) completing any and all necessary knowledge transfer between the departing Key Supplier Personnel and his or her CoreLogic-approved replacement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than the percentage of Key Supplier Personnel specified in the applicable Supplement over the period of time specified in such Supplement.

(c)

Continuity of Knowledge Transfer Personnel . Supplier shall cause each of the Knowledge Transfer Personnel to devote full time and effort to the provision of Services under this Agreement during the *** month period immediately following his or her Employment Effective Date. Supplier shall not transfer, reassign or remove any of the Knowledge Transfer Personnel (except as a result of voluntary resignation, involuntary termination for cause, Significant Family Considerations, illness, disability or death) during the specified period without CoreLogic's prior approval, which CoreLogic may withhold in its reasonable discretion. Supplier may also request the removal of a Knowledge Transfer Personnel for failure to perform his/her functions, and CoreLogic shall not unreasonably withhold or delay its approval of such requests. In the event of the voluntary resignation, involuntary termination for cause, failure to perform (as agreed by the Parties above), illness, disability or death of one of its Knowledge Transfer Personnel during the specified period, Supplier shall (i) give CoreLogic as much notice as reasonably possible of such development and (ii) expeditiously identify and obtain CoreLogic's approval of a suitable replacement.

(d)

*** and ***. Supplier shall implement and maintain a *** to *** Key Supplier Personnel and Knowledge Transfer Personnel on the CoreLogic account for the prescribed period. Supplier shall also maintain *** for each of the Key Supplier Personnel and Knowledge Transfer Personnel positions and shall provide such *** to CoreLogic for its review promptly after CoreLogic's request.

a.

Sufficiency and Suitability of Personnel . Supplier shall assign (or cause to be assigned) sufficient Supplier Personnel to provide the Services in accordance with this Agreement and all such Supplier Personnel shall possess suitable competence, ability, qualifications, education and training for the Services they are to perform and are performing.

b.

Requested Replacement . If CoreLogic determines in good faith and not for an unlawful purpose that the continued assignment to CoreLogic of any individual Supplier Personnel (including Key Supplier Personnel) is not in the best interests of the Eligible Recipients, then CoreLogic shall give Supplier written notice to that effect requesting that such Supplier Personnel be replaced. Supplier shall have *** business days following CoreLogic's request for removal in which to investigate the matters forming the basis of such request, correct any deficient performance and provide CoreLogic with assurances that such deficient performance shall not recur (provided that, if requested to do so by CoreLogic for actual or suspected violations of CoreLogic Rules or applicable Laws, Supplier shall immediately remove (or cause to be removed) the individual in question from all CoreLogic Facilities and CoreLogic sites pending completion of Supplier's investigation and discussions with CoreLogic). If, following such period, CoreLogic is not reasonably satisfied with the results of Supplier's efforts to correct the deficient performance and/or to ensure its non-recurrence, Supplier shall, as soon as reasonably possible, permanently remove and replace such Supplier Personnel with an individual of suitable ability and qualifications. In such event, CoreLogic shall *** to *** any Charges or other fees relating to the replacement of such Supplier Personnel, including any *** or *** transfer activities or overlaps in periods of employment. Nothing in this provision shall operate or be construed to limit Supplier's responsibility for the acts or omissions of the Supplier Personnel, or be construed as joint employment.

c.

Turnover Rate and Data . Supplier shall use *** to keep the turnover rate of Supplier Personnel to a level comparable to or better than *** for *** service providers in the applicable country performing services *** to the Services. If CoreLogic reasonably believes that the turnover rate of Supplier Personnel is excessive and so notifies Supplier, Supplier shall provide CoreLogic with data relating to such turnover rate within *** business days after such notification, and if such data confirms CoreLogic's concerns, Supplier shall within the following *** days (i) meet with CoreLogic to discuss the reasons for the turnover rate, (ii) submit a proposal for reducing the turnover rate for CoreLogic's review and approval, and (iii) implement such proposal to reduce the turnover rate, *** at *** to CoreLogic. Turnover data shall exclude Supplier Personnel who are redeployed on other accounts or who are part of workforce reductions due to a productivity improvement plan of Supplier that has been approved in advance by CoreLogic. Notwithstanding any transfer or turnover of Supplier Personnel, Supplier shall remain obligated to perform the Services without *** and in accordance with the Service Levels and shall be responsible for *** related to the transition of personnel and all required training.

d.

Reserved .

e.

Security Clearances/Background Check/Drug Screening . Supplier shall verify (i) that Supplier Personnel are authorized to work in any country in which they are assigned to perform Services and (ii) that, pursuant to CoreLogic's or Eligible Recipients' or their customers' background screening procedures and drug screening requirements made known to Supplier reasonably in advance and the performance of which Supplier would not be limited by applicable Law, Supplier Personnel have not been convicted of, or accepted responsibility for, a felony or a misdemeanor (or the local equivalent) involving a dishonest or violent act, do not use illegal drugs, and are not otherwise disqualified from performing the assigned work under applicable Laws. To the extent permitted under applicable Laws, Supplier shall perform or have performed a reasonable background check, which, to the extent permitted under applicable

a.

Conduct and Compliance . While at CoreLogic sites and Facilities, Supplier Personnel shall, subject to Section 6.2(b) , (i) comply with the CoreLogic Rules and other rules and regulations regarding personal and professional conduct communicated to Supplier, (ii) comply with reasonable requests of Eligible Recipient personnel pertaining to personal and professional conduct, (iii) attend workplace training offered by CoreLogic at CoreLogic's request (which training shall be provided by CoreLogic at no cost to Supplier unless otherwise agreed by the Parties), and (iv) otherwise conduct themselves in a businesslike manner.

b.

Identification of Supplier Personnel . Except as expressly authorized by CoreLogic, Supplier Personnel shall clearly identify themselves as Supplier Personnel and not as employees or representatives of any Eligible Recipient. This shall include any and all communications, whether oral, written or electronic, unless and to the extent authorized by CoreLogic in connection with the performance of specific Services.

a.

Employee Removal . To the extent permitted by applicable Laws, Supplier shall immediately remove (or cause to be removed) any Supplier Personnel who is known by Supplier to be *** of engaging in substance abuse while at a CoreLogic site or a CoreLogic Facility, in a CoreLogic vehicle or while performing the Services. In the case of ***, such removal shall be pending completion of the applicable investigation. Substance abuse includes the sale, attempted sale, possession or use of illegal drugs, drug paraphernalia, or alcohol, or the misuse of prescription or non-prescription drugs.

b.

Substance Abuse Policy . Supplier represents and warrants that it has and will maintain substance abuse policies, in each case in conformance with applicable Laws, and Supplier Personnel will be subject to such policies. Supplier represents and warrants that it shall require its Subcontractors and Affiliates providing Services to have and maintain such policies in conformance with applicable Laws and to adhere to this provision.

(a)

Delivery and Contents . As part of the Services and at no additional cost to CoreLogic, Supplier shall deliver to CoreLogic for its review, comment and approval (i) a reasonably complete draft of the Policy and Procedures Manual within *** days after the Effective Date of the applicable Supplement, and (ii) a final draft of the Policy and Procedures Manual within *** days after the Effective Date of the applicable Supplement; provided, however, that in the case of Supplement A , unless otherwise agreed by the Parties, Cognizant's initial obligation shall only be to update the existing Policy and Procedures Manual(s) maintained by CoreLogic as of the date immediately prior to the Effective Date and deliver (i) a reasonably complete draft of such updated Policy and Procedures Manual(s) to CoreLogic for its review, comment and approval within *** days after the Effective Date of Supplement A , and (ii) a final draft of the updated Policy and Procedures Manual(s) within *** days after the Effective Date of the applicable Supplement.

(i)

a detailed description of the Services and the manner in which each will be performed by Supplier to the extent not already described in the applicable Supplement,

(ii)

the procedures for CoreLogic/Supplier interaction and communication, including: (A) call lists; (B) procedures for and limits on direct communication by Supplier with CoreLogic personnel; (C) problem management and escalation procedures; (D) priority and project procedures; (E) Acceptance testing and procedures; (F) Quality Assurance procedures and internal controls; (G) the Project formation and approval process; (H) a schedule, format and required attendees for performance reporting, account relationship management, issues management, risk management, request management and financial management; and (I) disaster recovery/business continuity plans; and

(iii)

practices and procedures addressing any other issues and matters as CoreLogic shall require.

(b)

Updated Policy and Procedures Manual . Thereafter, in connection with each Supplement, and, unless otherwise agreed in the applicable Supplement, at no additional cost to CoreLogic, Supplier shall deliver to CoreLogic for its review, comment and approval (i) a reasonably complete draft of an updated Policy and Procedures Manual containing additions and modifications applicable to and/or specified in such Supplement not later than *** days after the Supplement Effective Date, and (ii) a final draft of such updated Policy and Procedures Manual within *** days after the Supplement Effective Date. CoreLogic shall have at least *** days to review the draft Policy and Procedures Manual and provide Supplier with comments and revisions. Supplier shall then incorporate any comments or suggestions of CoreLogic into the Policy and Procedures Manual and shall deliver a final revised version to CoreLogic within *** days of its receipt of such comments and suggestions for CoreLogic's approval, which approval shall not be unreasonably withheld or delayed.

(c)

Compliance . Supplier shall perform the Services in accordance with applicable Laws and CoreLogic's then current Information Security Policy Set and Compliance Policy Set, a copy of each of which (as of the Effective Date) is included in Schedule 8 .

(d)

Maintenance, Modification and Updating . Supplier shall promptly modify and update the Policy and Procedures Manual to reflect changes in the operations or procedures described therein, to reflect new Supplements or other changes in the work to be performed, and to comply with CoreLogic Standards, CoreLogic Rules, the Technology and Business Process Plan and Strategic Plans as described in Sections 9.5 and 9.12 . Supplier shall provide the proposed changes in the manual to CoreLogic for review, comment and approval. Supplier shall maintain the Policy and Procedures Manual so as to be accessible electronically to CoreLogic management via a secure web site in a manner consistent with CoreLogic's security policies communicated to Supplier in advance.

(e)

*** Review. The Parties shall meet to perform a formal *** review of the Policy and Procedures Manual on a mutually agreed upon date but not later than *** days from each *** the Effective Date.

a.

Reports . Supplier shall provide CoreLogic with *** reports sufficient to permit CoreLogic to monitor and manage Supplier's performance along with any other reports to be provided under this Agreement (collectively, the “ Reports ”). In addition, from time to time, CoreLogic may identify additional Reports to be generated by Supplier and delivered to CoreLogic on an ad hoc or periodic basis. All Reports shall be provided to CoreLogic as part of the Services and

b.

Back-Up Documentation . As part of the Services, Supplier shall provide CoreLogic with all documentation and other information available to Supplier as may be reasonably requested by CoreLogic from time to time in order to verify the accuracy of the Reports provided by Supplier.

a.

Governance . The governance model to be employed by the Parties in connection with this Agreement is set forth in Schedule 6 .

b.

Meetings . During the term of this Agreement, representatives of the Parties shall meet periodically or as reasonably requested by CoreLogic to discuss matters arising under this Agreement, including any such meetings provided for in the applicable Supplement, the Transition Plan, the Policy and Procedures Manual or Schedule 6 . Each Party shall bear its own costs in connection with the attendance and participation of such Party's representatives in such meetings.

a.

Supplier shall develop, implement, and document Quality Assurance and internal control (e.g., financial and accounting controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) processes and procedures, including implementing tools and methodologies, to ensure that the Services are performed in an accurate and timely manner, in accordance with (i) the Service Levels and other requirements in this Agreement; (ii) generally accepted accounting principles; (iii) the practices of tier one providers of comparable services; (iv) Laws applicable to CoreLogic and *** to the extent communicated to Supplier in writing and/or the Services; (v) industry standards applicable to *** to the extent communicated to Supplier in writing and/or industry standards applicable to the Services and (vi) the applicable CoreLogic Standards communicated to Supplier.

b.

Without limiting the foregoing, the processes, procedures and controls developed and implemented by Supplier shall require Supplier to:

i.

Maintain a strong control environment in day-to-day operations, to assure that the following fundamental control objectives are met: (1) financial and operational information is valid, complete and accurate; (2) operations are performed efficiently and achieve effective results, consistent with the requirements of this Agreement; (3) assets are safeguarded; and (4) actions and decisions of the organization are in compliance with applicable Laws;

ii.

Build the following basic control activities into its work processes: (1) accountability clearly defined and understood; (2) access properly controlled; (3) adequate supervision; (4) transactions properly authorized; (5) transactions properly recorded; (6) transactions recorded in proper accounting period; (7) policies, procedures, and responsibilities documented; (8) adequate training and education; (9) adequate separation of duties; and (10) recorded assets compared with existing assets;

iii.

Conduct *** with respect to all Services (such *** to be performed at least *** unless and until CoreLogic approves less frequent ***) and promptly remediate any *** (and promptly report to CoreLogic any items having the potential to impact an Eligible Recipient or CoreLogic Confidential Information);

iv.

Maintain an *** with respect to the Services sufficient to monitor the processes and Systems used to provide the Services and provide summaries of such internal audits to CoreLogic on a *** basis;

v.

Promptly conduct investigations of suspected fraudulent activities within Supplier's organization that impact or could impact an Eligible Recipient or CoreLogic Confidential Information. Supplier shall promptly notify CoreLogic of any such suspected fraudulent activity and the results of any such investigation as they relate to any Eligible Recipient or CoreLogic Confidential Information;

vi.

Comply with all applicable requirements and guidelines established by CoreLogic, and communicated to Supplier in advance, in order to assist CoreLogic to meet the requirements of (1) the Sarbanes-Oxley Act of

vii.

Comply with the CoreLogic Code of Ethics and Conduct; and

viii.

Comply with all internal or external audit activities, findings and action plans involving the Services in accordance with Section 9.10 .

c.

Supplier shall submit such processes, procedures and controls to CoreLogic for its review, comment and approval within *** days prior to the Commencement Date and shall use commercially reasonable efforts to finalize such processes, procedures and controls and obtain CoreLogic's final approval on or before the Commencement Date. Upon CoreLogic's approval, such processes, procedures and controls shall be included in the Policy and Procedures Manual. No failure or inability of the quality assurance procedures to disclose any errors or problems with the Services shall excuse Supplier's failure to comply with the Service Levels and other terms of this Agreement.

d.

Industry Standards, Certifications and Compliance . Supplier has achieved and, to the extent relevant, will maintain certification or compliance with the industry standards set forth in the applicable Supplement, in addition to the other certifications, specifications and standards set forth elsewhere in this Agreement.

a.

CoreLogic Standards and Strategic Plans . CoreLogic shall have final authority to promulgate (A) the standards, policies, practices, procedures, controls and processes to be adhered to and enforced by Supplier in the performance of the Services and (B) the associated architectures, products, software, systems and technologies to be provided, operated, managed, supported and/or used by Supplier in connection therewith (collectively, the “ CoreLogic Standards ”), including those specified in Schedule 8 . CoreLogic also shall have final authority to promulgate Strategic Plans on *** basis and to modify and update such Strategic Plans on a periodic basis as appropriate. Only CoreLogic shall have the authority to modify or grant waivers from such CoreLogic Standards and Strategic Plans. Supplier shall (i) comply with and implement the CoreLogic Standards and Strategic Plans in providing the Services, (ii) work with CoreLogic to enforce the CoreLogic Standards and Strategic Plans, (iii) subject to Section 4.3 , modify the Services as and to the extent necessary to conform to such CoreLogic Standards and Strategic Plans, and (iv) obtain CoreLogic's prior written approval for any deviations from such CoreLogic Standards and Strategic Plans. Notwithstanding anything herein to the contrary, any changes to existing standards, policies, procedures and/or Service requirements promulgated or proposed by CoreLogic that would, if implemented, meet the definition of New Services shall be handled in accordance with Section 4.3 .

b.

Supplier Support . At CoreLogic's request, Supplier shall assist CoreLogic on an ongoing basis in developing CoreLogic Standards, *** Strategic Plans and short-term implementation plans. The assistance to be provided by Supplier shall include: (i) active participation with CoreLogic representatives on permanent and ad-hoc committees and working groups addressing such issues; (ii) assessments of the then-current CoreLogic Standards; (iii) analyses of the appropriate direction for such CoreLogic Standards in light of business priorities, business strategies, competitive market forces, and changes in technology; (iv) the provision of information to CoreLogic regarding Supplier's technology, business processes and telecommunications strategies for its own business; and (v) recommendations regarding standards, processes, procedures and controls and associated information technology architectures, standards, products and systems. With respect to each recommendation, Supplier shall provide the following at a level of detail sufficient to permit CoreLogic to make an informed business decision: (A) the projected cost to the Eligible Recipients and cost/benefit analyses; (B) the changes, if any, in the personnel and other resources Supplier and/or the Eligible Recipients will require to operate and support the changed environment; (C) the resulting impact on the total costs of the Eligible Recipients; (D) the expected performance, quality, responsiveness, efficiency, reliability, security risks and other service levels; and (E) general plans and projected time schedules for development and implementation. Supplier shall provide such assistance at no additional charge to CoreLogic, except to the extent such assistance meets the definition of New Services.

c.

Technology and Business Process Plan . Supplier shall develop and implement a technology and business process

a.

Compliance with Change Control Procedures . In making any change in the standards, processes, procedures or controls or associated technologies, architectures, standards, products, Software, Equipment, Systems, Services or Materials provided, operated, managed, supported or used in connection with the Services, Supplier shall comply with the change control procedures and change control standards specified in the Policy and Procedures Manual (the “ Change Control Procedures ”). For a change required by CoreLogic pursuant to CoreLogic's rights to make changes under this Agreement or any Supplement, including CoreLogic Standards, CoreLogic Rules, Strategic Plans, Technology and Business Process Plans, business processes, Materials, Equipment and Systems, compliance with Laws, Quality Assurance, and security standards, Supplier shall perform such changes if it has the capability to perform such change as part of the Services (meaning the change is among the types of Services that Supplier does or reasonably could provide). Any and all such changes required by CoreLogic that meet the definition of a New Service shall be handled in accordance with Section 4.3 .

b.

Financial Responsibility for Changes . Unless otherwise set forth in this Agreement or approved in accordance with Sections 4.3 or 9.6(c) , or as specified in Section 15.7 regarding changes in Laws, *** shall bear all charges, fees and costs associated with any change described above in Section 9.6(a) desired by ***, including all charges, fees and costs associated with (i) the design, installation, implementation, testing and rollout of such change, (ii) any modification or enhancement to, or substitution for, any impacted business process or associated Software, Equipment, System, Services or Materials, (iii) any increase in the cost *** of operating, maintaining or supporting any impacted business process or associated Software, Equipment, System, Services or Materials, and (iv) any increase in Resource Unit usage resulting from such change.

c.

CoreLogic Approval - Cost, Adverse Impact . Supplier shall make no change which *** (i) increase any Eligible Recipient's total cost of receiving the Services; (ii) require material changes to, or have an adverse impact on, any Eligible Recipient's businesses, operations, environments, facilities, business processes, systems, software, utilities, tools or equipment (including those provided, managed, operated, supported and/or used on their behalf by Third Party Contractors); (iii) require any Eligible Recipients or Supplier to install a new version, release, upgrade of, or replacement for, any Software or Equipment or to modify any Software or Equipment; (iv) have a material adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource efficiency of the Services; (v) have an adverse impact on the cost, either actual or planned, to CoreLogic of terminating all or any part of the Services or exercising its right to in-source or use third parties; (vi) require changes to or have an adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality, cost or resource efficiency of CoreLogic's Retained Systems and Business Processes or (vii) violate or be inconsistent with CoreLogic Standards or Strategic Plans as specified in Section 9.5 , without first obtaining CoreLogic's approval, which approval CoreLogic may withhold ***.

d.

Temporary Emergency Changes . Notwithstanding the foregoing, Supplier may make temporary changes required by an emergency if it has been unable to contact the CoreLogic Relationship Manager or his or her designee to obtain approval after making reasonable efforts. Supplier shall document and report such emergency changes to CoreLogic not later than the next business day after the change is made. Such changes shall not be implemented on a permanent basis unless and until approved by CoreLogic.

e.

Implementation of Changes . Supplier shall schedule and implement all changes so as not to (i) disrupt or adversely impact the business, Systems or operations of the Eligible Recipients, (ii) degrade the Services then being received by them, or (iii) interfere with their ability to obtain the full benefit of the Services.

f.

Planning and Tracking . On a *** basis, Supplier shall prepare, with CoreLogic's participation and approval, a rolling *** “look ahead” schedule for ongoing and planned changes for the next *** months. The status of changes shall be monitored and tracked by Supplier against the applicable schedule.

a.

Currency of Supplier Owned Software . Subject to and in accordance with Sections 6.5 , 9.5 , 9.6 , 9.7(c) and Schedule 4 , Supplier shall maintain reasonable currency for Supplier Owned Software and provide maintenance and support for new releases and versions of such Software. At CoreLogic's direction, Supplier shall operate, maintain and support *** of Supplier Owned Software on a temporary basis for *** of time during a technology or business transition (e.g., a software upgrade or business unit acquisition) and shall do so *** the applicable Charges. For purposes of this Section 9.7(a) , “reasonable currency” means that, unless otherwise directed by CoreLogic, Supplier shall (i) maintain Supplier Owned Software at the then current Major Release, and (ii) install Minor Releases ***.

b.

Currency of Third Party Software . Subject to and in accordance with Sections 6.5 , 9.5 , 9.6 , 9.7(c) and Schedule 4 , Supplier shall maintain reasonable currency for Third Party Software for which it is financially responsible under this Agreement and provide maintenance and support for new releases and versions of Third Party Software for which it is operationally responsible. At CoreLogic's direction, Supplier shall operate, maintain and support *** of Third Party Software on a temporary basis for *** of time during a technology or business transition (e.g., a software upgrade or business unit acquisition) and shall do so *** the applicable Charges. In addition, unless otherwise directed by CoreLogic, Supplier shall keep Third Party Software within release levels supported by the appropriate third party vendor to ensure compatibility with other Software or Equipment components of the Systems. For purposes of this Section 9.7(b) , “ reasonable currency ” shall mean that, unless otherwise directed by CoreLogic, Supplier shall (i) maintain Third Party Software within one Major Release of the then current Major Release, and (ii) install Minor Releases ***.

c.

Approval . Notwithstanding Sections 9.7(a) and 9.7(b) and in accordance with Section 9.6 , Supplier shall confer with CoreLogic prior to installing any *** or ***, shall provide CoreLogic with the results of its testing and evaluation and a detailed implementation plan and shall not install such *** if directed not to do so by CoreLogic. Where specified by CoreLogic, Supplier shall not install new Software releases or make other Software changes until CoreLogic has completed and provided formal signoff on successful user acceptance testing.

d.

Updates by CoreLogic . *** shall have the right, but not the obligation, to install new releases of, replace, or make other changes to Applications Software or other Software for which CoreLogic is financially responsible under this Agreement.

a.

Efficiency and Cost Effectiveness . Supplier shall provide the Services in a *** manner consistent with the required level of quality and performance set forth in this Agreement and the applicable Supplement. Without limiting the generality of the foregoing, such actions shall include efficiently using resources for which CoreLogic is charged hereunder.

b.

CoreLogic Requests for ***. Without limiting Supplier's obligations under Section 9.8(a) above, CoreLogic may request from time to time that the Parties work together to identify ways to *** in the *** of *** and *** in the *** by *** by *** or *** the nature or scope of the ***, the applicable *** or other ***. If requested by CoreLogic, Supplier shall promptly prepare a proposal at a level of detail sufficient to permit CoreLogic to make an informed business decision identifying all viable means of achieving the *** without *** identified by ***. Supplier shall negotiate in good faith with CoreLogic about each *** and, without *** of providing ***, shall identify *** if and to what extent *** may be *** by implementing various *** in the ***. CoreLogic shall not be obligated to accept any proposal and Supplier shall not be obligated to implement any change to the extent CoreLogic does not accept the applicable proposal.

b.

Compliance, Information Security, Privacy, Business Continuity, Disaster Recover, Vendor Risk Management and Operational Audits . During the Audit Period, Supplier shall, ***, provide to CoreLogic (and, subject to Section 9.10(e)(iv) below, internal and external auditors, inspectors, and regulators and other representatives that CoreLogic may designate from time to time, *** CoreLogic and/or Eligible Recipients *** and *** and *** and ***, but only to the extent the relevant Eligible Recipient is legally or contractually (*** between an ***) *** to submit to audits by such entities (collectively, “ Permitted Auditors ”)) access at reasonable hours to ***, to *** used by Supplier to perform Services, to those portions of facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services, usage of *** and to ensure Supplier's compliance with the terms of this Agreement and Schedule 8 or with regulations applicable to this Agreement. If an audit reveals *** breach of this Agreement by the Supplier or that Supplier is not in compliance with a Third Party Software license agreement, Supplier shall cure such breach *** for the *** of such *** pertaining to ***, *** to verify that such breach has been corrected, and, if applicable, any *** and *** for the additional usage of ***.

c.

Financial Audits . During the Audit Period, Supplier shall, and shall cause its Subcontractors to, provide to CoreLogic and Permitted Auditors access during reasonable hours to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits, all to the extent relevant to the performance of Supplier's financial obligations under this Agreement. If any such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit in accordance with Article 19 , Supplier shall promptly pay to CoreLogic ***. In addition, if any such audit reveals an overcharge of more than *** percent (***%) in respect of the audited Charges, Supplier shall promptly *** CoreLogic for the *** of ***; provided that such *** of *** shall not exceed an amount equal to *** of the *** by such audit.

d.

Audit Assistance . Supplier shall (i) provide any assistance reasonably requested by CoreLogic or a Permitted Auditor in conducting any such audit, including providing reasonable assistance with Requests For Proposal (“ RFP ”), Requests For Quotation (“ RFQ ”), Information Security Risk Assessments, Information Security Questionnaires or similar documentation and *** (which shall be subject to Supplier's reasonable security policies consistently applied across other customers of Supplier), (ii) make requested personnel, records, Systems and information used, created or collected in connection with the Services available to CoreLogic or a Permitted Auditor in response to an audit or request for information, and (iii) in all cases, provide such assistance, personnel, records, Systems and information in an expeditious manner to facilitate the timely completion of such audit.

e.

General Procedures .

i.

Notwithstanding the intended breadth of CoreLogic's audit rights, CoreLogic shall not be given access to (A) the confidential information of other Supplier customers, (B) Supplier locations or portions of Supplier locations that are not related to CoreLogic, the other Eligible Recipients or the Services, or (C) *** costs, except to the extent such costs are the basis upon which CoreLogic is charged (e.g., reimbursable expenses, Out-of-Pocket Expenses, Administered Expenses or cost-plus Charges) and/or are necessary to calculate the applicable variable Charges.

ii.

In performing audits, CoreLogic shall *** to avoid unnecessary disruption of Supplier's operations and unnecessary interference with Supplier's ability to perform the Services in accordance with the Service Levels.

iii.

CoreLogic and Permitted Auditors shall be given adequate private workspace in which to perform an audit, plus access to photocopiers, telephones, facsimile machines, computer hook-ups, and any other facilities or equipment needed for the performance of the audit.

iv.

Any audit hereunder shall be subject to the following limitations: (i) use of any Permitted Auditor or any other third party auditor that is an entity indentified in Schedule 12 (each, a “ Direct Supplier Competitor ”) shall be subject to Supplier's prior written approval, such approval not to be unreasonably withheld or delayed; and (ii) CoreLogic or any auditor conducting any such audit complying with any and all reasonable security and facility policies of Supplier with respect to the audit; provided that, notwithstanding such security and facility policies, Supplier will work reasonably in good faith to provide CoreLogic with the access that it requires as contemplated by this Section 9.10 or as otherwise required by this Agreement.

f.

Supplier Internal Audit . If Supplier determines as a result of its own internal audit or otherwise that it has overcharged CoreLogic, then Supplier shall promptly pay to CoreLogic the amount of such overcharge.

g.

Supplier Response to Audits . Supplier and CoreLogic shall meet promptly upon the completion of any audit conducted pursuant to this Section 9.10 (i.e., an exit interview) and/or the issuance of an interim or final report following such an audit. Supplier shall respond to each exit interview and/or audit report in writing within *** days, unless a shorter response time is warranted by the circumstances. Supplier and CoreLogic shall develop and agree upon an action plan to expeditiously address and resolve any deficiencies, concerns and/or recommendations identified in such exit interview or audit report. Supplier, ***, shall then undertake remedial action in accordance with such action plan and the dates specified therein to the extent necessary to comply with Supplier's obligations under this Agreement.

h.

Facility and Controls Audit . In addition to its other obligations under this Section 9.10 , Supplier shall provide an *** or *** under such successor standard as may then be in effect (a “ Facility and Controls Audit ”) to be conducted by an independent public accounting firm on *** basis for the portions of the Supplier service delivery facilities at or from which the Services and/or services similar to the Services are provided. The scope and timing of each such audit shall be established by ***. Supplier shall provide CoreLogic and its independent auditors with a copy of each of the resulting Facility and Controls Audit reports as soon as reasonably possible after the conclusion of such audit, and in all events by *** of the applicable calendar ***; provided that, absent Supplier's prior written consent (not to be unreasonably withheld), CoreLogic shall not share a copy of any such audit, or information derived therefrom, with any *** that is a ***. CoreLogic and *** not restricted by the preceding sentence from receiving copies of such audits shall be permitted to provide copies of the Facility and Controls Audit reports to *** at any time other than any *** that is a ***. At CoreLogic's request at any time, Supplier shall confirm in writing that there have been no changes in the relevant policies, procedures and internal controls since the completion of such audit. The Facility and Controls Audit shall be conducted and the report provided *** to CoreLogic. Supplier shall respond to such report in accordance with Section 9.10(g) .

i.

Facility and Controls Audit Obligations for Subcontractors . Unless otherwise approved by CoreLogic, *** will *** the applicable Subcontractor to provide *** Facility and Controls Audit to CoreLogic under terms and conditions *** to those applicable to Supplier under Section 9.10(h) above.

j.

Audit Costs . Except as provided in this Section 9.10 , Supplier and its Subcontractors and suppliers shall provide the Services described in this Section 9.10 at ***; provided that Supplier shall *** for the cost of CoreLogic's third party auditors and similar providers.

b.

Reserved .

c.

Supplier Responsibility . Unless otherwise approved by CoreLogic, the terms of any subcontract must be consistent with this Agreement, including: (i) confidentiality and intellectual property obligations, including obligations that are at least as restrictive as those set forth in Article 13 ; (ii) CoreLogic's approval rights; (iii) compliance with CoreLogic Information Security Policy Set and Compliance Policy Set, Strategic Plans and applicable Laws; (iv) compliance with CoreLogic's policies and directions; (v) audit rights, as described in Section 9.10 ; (vi) Key Supplier Personnel; and (vii) insurance coverage with coverage types and limits consistent with the scope of work to be performed by such Subcontractors. Notwithstanding the terms of the applicable subcontract, the approval of such Subcontractor by CoreLogic or the availability or unavailability of Subcontractor insurance, Supplier shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Supplier under this Agreement to the same extent as if such failure to perform or comply was committed by Supplier or Supplier's employees.

d.

Right to Require Removal . CoreLogic shall have the right to require Supplier to promptly replace a Subcontractor (notwithstanding any prior approval), *** to CoreLogic, if the Subcontractor's performance is materially deficient or if there are other reasonable grounds for removal. If directed to do so, Supplier shall remove and replace such Subcontractor as soon as practicable. Supplier shall continue to perform its obligations under this Agreement, notwithstanding the removal of the Subcontractor. CoreLogic shall have *** for any *** that *** may be *** to a Subcontractor as a result of the removal of such Subcontractor at CoreLogic's request or the withdrawal or cancellation of the Services then performed by such Subcontractor as permitted under this Agreement.

b.

*** Technology and Business Process Review . CoreLogic may elect to conduct *** business process review to compare Supplier's then current technologies and business processes against the industry *** standards and practices. If any such review reveals that the technologies and business processes then utilized by Supplier are not at the level of “***,” then the Parties shall review the results of the review and promptly establish and implement a plan to implement identified ***.

c.

Supplier Briefings . At least *** and as described in Schedule 6 , Supplier shall meet with CoreLogic to formally brief CoreLogic regarding Technology and Business Process Evolutions of possible interest or applicability to the Eligible Recipients. Such briefing shall include Supplier's assessment of the business impact, performance improvements and *** associated with such Technology and Business Process Evolutions. Subject to its non-

d.

Supplier Developed Advances . Subject to Supplier's confidentiality obligations with third parties, if Supplier develops technological advances in or changes to the information technology and business processes and services and associated technologies used to provide the same or substantially similar services to other Supplier customers or Supplier develops new or enhanced processes, services, software, tools, products or methodologies *** to *** (collectively, “ New Advances ”), Supplier shall, subject to Section 4.3 , Schedule 6 and *** in Supplier's ***, (i) offer *** the opportunity to *** as a *** in connection with the *** of ***; and (ii) if *** such ***, offer *** to *** and the *** to be *** the *** of the Supplier customer base to implement and receive the benefits of any New Advances.

e.

***. Supplier shall deploy, implement and support Technology and Business Process Evolution and New Advances throughout the Term and such Technology and Business Process Evolution and New Advances shall *** except as set forth in the applicable Supplement or to the extent such implementation constitutes a New Service.

a.

General . Subject to Section 9.14(e) , no Party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God; wars, terrorist acts, site-specific terrorist threats, riots, civil disorders, rebellions or revolutions; strikes, lockouts or labor disputes; or any other similar cause beyond the reasonable control of such Party (a “ Force Majeure Event ”); except to the extent that the non-performing Party is at fault in failing to prevent or causing such default or delay, and provided that such default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute involving a Party's Personnel shall not be a Force Majeure Event for such Party. In addition, the refusal of a Supplier Personnel to enter a facility that is the subject of a labor dispute shall excuse Supplier from its obligations hereunder only if and to the extent such refusal is based upon a clear and present danger of physical harm.

b.

Duration and Notification . In the event of a Force Majeure Event, the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so prevented, hindered or delayed in its performance shall, as quickly as practicable under the circumstances, notify the Party to whom performance is due by telephone (to be confirmed in writing within one (1) day of the inception of such delay) and describe at a reasonable level of detail the circumstances of the Force Majeure Event, the steps being taken to address such Force Majeure Event, and the expected duration of such Force Majeure Event.

c.

Substitute Services . If any Force Majeure Event described in Section 9.14(a) has substantially prevented, hindered or delayed or is reasonably expected to substantially prevent, hinder or delay the performance by Supplier or one of its Subcontractors of Services necessary for the performance of critical Eligible Recipient functions for longer than the recovery period specified in the applicable disaster recovery plan, or if there is no such recovery period, ***, Supplier shall, unless and until otherwise directed by CoreLogic, use commercially reasonable efforts to *** such Services *** for so long as the delay in performance shall continue, and any such *** shall be at *** expense (with *** to *** Supplier the *** for the affected Services). If Supplier is unable to *** or CoreLogic elects to ***, CoreLogic may procure *** substitute services from an alternate source at *** expense. If CoreLogic's procurement of such substitute services results in ***, CoreLogic shall continue to *** the *** for the ***. If CoreLogic's

d.

Termination . If any Force Majeure Event substantially prevents, hinders or delays the performance by Supplier or one of its Subcontractors of Services necessary for the performance of critical CoreLogic functions for more than:

i.

*** days, CoreLogic, at its option, may terminate *** other *** of *** of ***; or

ii.

*** days, CoreLogic, at its option, may terminate *** applicable *** so *** as well as *** other *** of ***. For the purposes of Supplement A only, any such termination pursuant to this item (ii) shall be a *** (i.e., CoreLogic shall have the right *** as described therein).

e.

Business Continuity and Disaster Recovery Services . Supplier shall maintain a business continuity program, including a disaster recovery plan consistent with CoreLogic's Information Security Policy Set and the requirements stated herein. Such business continuity program shall be designed to ensure that Supplier can continue to function through a Force Majeure Event or an operational interruption and resume services to CoreLogic within *** hours, and any failure of the business continuity program to meet such requirements (regardless of the design of such program) shall result in Supplier being *** for *** pursuant to Section 9.14(c) . The program shall provide a framework and methodology, including a business impact analysis and risk assessment process, necessary to identify and prioritize critical business functions. Supplier shall maintain a documented disaster recovery plan which shall be maintained and updated *** or following a change in Supplier's organization, personnel, or processes that would materially impact Supplier's recovery operations or its ability to support CoreLogic. Supplier shall define trigger events prompting the invocation of the recovery plan(s) and test the operation and effectiveness of its recovery plan(s) ***. Supplier shall make available to CoreLogic, Eligible Recipients *** of *** a copy of the business continuity and disaster recovery plans, the testing strategy and results upon request; provided, however, that Supplier shall not be obligated to make such plans, testing strategy or results available to, and no party in receipt of such plans, testing strategy or results shall make such results available to, any Eligible Recipient or customer that is a *** absent Supplier's prior written consent, not to be unreasonably withheld or delayed. CoreLogic and, to the extent reasonable, the Eligible Recipients *** of *** and ***, reserve the right to participate in Supplier's testing process. For the avoidance of doubt, the Parties acknowledge and agree that it would not be reasonable for a Direct Supplier Competitor to participate in Supplier's testing process. In the event Supplier experiences an event requiring recovery of systems, information or services, the recovery plan shall be executed to ensure services can be rendered in compliance with requirements defined herein. Upon the occurrence of a Force Majeure Event or operational interruption that constitutes a disaster under the applicable disaster recovery or business continuity plans, Supplier shall promptly implement, as appropriate, such disaster recovery or business continuity plan and provide disaster recovery and business continuity services as described in such plan. Supplier shall notify CoreLogic immediately upon Supplier's declaration of a disaster or the invocation of the business continuity and/or disaster recovery plan(s). Within *** hours of CoreLogic's written request, Supplier shall make available to CoreLogic call lists necessary for contacting key individuals at Supplier's primary and recovery locations. The occurrence of a Force Majeure Event shall not relieve Supplier of its obligation to implement the applicable disaster recovery and business continuity plan and provide disaster recovery and business continuity services. Such plan will be operative from the Commencement Date and will at all times be aligned with CoreLogic's then-current disaster recovery and business continuity plans. Supplier agrees to provide adequate support personnel to assist CoreLogic as necessary in promptly resuming operations after a disaster affecting the Services provided to CoreLogic under this Agreement. Supplier will address and resolve any issues or changes flagged for attention by CoreLogic as soon as practicable but no longer than *** days after notification by CoreLogic. Supplier shall test such plan at least ***, including as may be required in Schedule 8 and, upon request by CoreLogic, share the results of such test with CoreLogic, Eligible Recipients *** of CoreLogic and Eligible Recipients, upon CoreLogic's request; provided, however, that Supplier shall not be obligated to make such results available to, and no party in receipt of such results shall make such results available to, any Eligible Recipient *** that is a Direct Supplier Competitor absent

f.

Payment Obligation . If Supplier fails to provide Services in accordance with this Agreement due to the occurrence of a Force Majeure Event, all amounts payable to Supplier, including under Section 20.8 hereunder, shall be equitably adjusted in a manner such that CoreLogic is not required to pay any amounts for Services that it is not receiving whether from Supplier or from an alternate source at Supplier's expense pursuant to Section 9.14(c) .

g.

Allocation of Resources . Without limiting Supplier's obligations under this Agreement, whenever a Force Majeure Event causes Supplier to allocate limited resources between or among Supplier's customers and Affiliates, the Eligible Recipients shall receive *** the *** for which *** is ***. In no event will Supplier *** or *** to *** or *** in the event of the occurrence of a Force Majeure Event unless otherwise agreed by the Parties.

10.

CoreLogic Responsibilities .

(a)

CoreLogic Relationship Manager . CoreLogic shall designate one (1) individual to whom all Supplier communications concerning this Agreement may be addressed (the “ CoreLogic Relationship Manager ”), who shall have the authority to act on behalf of the Eligible Recipients in all day-to-day matters pertaining to this Agreement. CoreLogic may change the designated CoreLogic Relationship Manager from time to time by providing notice to Supplier. Additionally, CoreLogic will have the option, but will not be obligated, to designate additional representatives who will be authorized to make certain decisions (e.g., regarding emergency maintenance) if the CoreLogic Relationship Manager is not available.

(b)

Cooperation . CoreLogic shall cooperate with Supplier by, among other things, making available, as reasonably

(c)

Requirement of Writing . To the extent Supplier is required under this Agreement to obtain CoreLogic's approval, consent, authorization or agreement, such approval, consent, authorization or agreement shall be in writing and shall be signed by or directly transmitted by electronic mail from the CoreLogic Relationship Manager or an authorized CoreLogic representative. Notwithstanding the preceding sentence, the CoreLogic Relationship Manager may agree in advance in writing that as to certain specific matters oral approval, consent, authorization or agreement will be sufficient.

11.

CHARGES .

(b)

Incidental Expenses . Supplier acknowledges that, except for Reimbursable Amounts not paid directly by CoreLogic or as expressly provided otherwise in this Agreement or in an applicable Supplement, expenses that Supplier incurs in performing the Services (including management, travel and lodging, document reproduction and shipping, and long-distance telephone) are included in Supplier's charges and rates set forth in this Agreement. Accordingly, such Supplier expenses are not separately reimbursable by CoreLogic unless CoreLogic has agreed in writing in advance to reimburse Supplier for the expense.

(c)

Proration . Periodic Charges under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month on a calendar day basis.

(d)

Charges for Contract Changes . Unless otherwise agreed, changes in the Services (including changes in the CoreLogic Standards, Strategic Plans, Technology and Business Process Plans, business processes, Materials, Equipment and Systems) and changes in the rights or obligations of the Parties under this Agreement (collectively, “ Contract Changes ”) shall result in changes in the applicable Charges only if and to the extent (i) this Agreement expressly provides for a change in the Supplier Charges in such circumstances; (ii) the agreed upon Charges or pricing methodology expressly provides for a price change in such circumstances (for example, Schedule 4 specifies the number of FTEs or hours of coverage to be provided for the quoted price); or (iii) the Contract Change meets the definition of billable Project or New Service and additional Charges are applicable in accordance therewith.

(e)

Eligible Recipient Services .

(i)

New Eligible Recipients . From time to time CoreLogic may request that Supplier provide Services to Eligible Recipients not previously receiving such Services. Except as provided in Section 4.3 or otherwise agreed by the Parties, such Services shall be performed in accordance with the terms, conditions and prices (excluding any non-recurring transition or start-up activities specific to such Eligible Recipients) then applicable to the provision of the same Services to existing Eligible Recipients.

(ii)

Reserved .

(iii)

Election Procedure . In the event of a transaction described in clause (c) or (d) of the definition of Eligible Recipient in Schedule 1 , CoreLogic may elect, on behalf of the Eligible Recipient in question, either (A) that such Eligible Recipient shall *** obtain some or all of the Services subject to and in accordance with the *** and *** of this Agreement for the remainder of the Term, (B) that the Entity shall obtain some or all of the Services under a separate agreement between Supplier and such Entity containing the *** and *** as this Agreement or (C) that such Eligible Recipient shall no longer receive some or all the Services as of a specified date, subject to its receipt of *** pursuant to Section ***. If the Services are provided under a separate agreement, CoreLogic shall *** to *** any fees in relation to the Services provided to such Entity. If such a separate agreement is entered into, as part of creating such separate agreement, the Parties shall allocate Charges, volume and/or revenue sensitive measures and the Termination Charges between CoreLogic and such Entity consistent with the allocation requested by CoreLogic, provided such allocation equitably reflects the allocation by CoreLogic of services to be provided under this Agreement and the separate agreement with such Entity.

b.

Efforts to Minimize . Supplier will continually seek to identify methods of reducing and minimizing CoreLogic's retained expenses and Administered Expenses and will notify CoreLogic of such methods and the estimated potential savings associated with each such method.

a.

Income Taxes . Each Party shall be responsible for its own Income Taxes.

b.

Taxes on Goods or Services Used by Supplier . Supplier shall be responsible for all Indirect Taxes payable by

c.

Service Taxes . *** shall be responsible for all Indirect Taxes that are assessed on the receipt of, or in relation to, the Services and any deliverables provided hereunder as a whole, or on any particular deliverable or Service. Supplier shall *** on *** any Indirect Taxes that *** be *** for each applicable taxing jurisdiction.

d.

Withholding . Any withholding tax or other tax of any kind that CoreLogic is required by applicable Law to withhold and pay on behalf of Supplier with respect to amounts payable to Supplier under this Agreement shall be deducted from such amounts prior to remittance to Supplier. CoreLogic will provide to Supplier reasonable assistance, which shall include the provision of documentation as required by revenue authorities, to enable Supplier to claim exemption from or obtain a repayment of such withheld taxes and will, upon request, provide Supplier with a copy of the withholding tax certificate sent to Tax Department, Cognizant Technology Solutions U.S. Corporation, 500 Frank W. Burr Blvd., Teaneck, New Jersey 07666 or equivalent documentation.

e.

Efforts to Minimize Taxes . Supplier shall cooperate fully with CoreLogic to enable CoreLogic to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. Supplier's invoices shall separately state the Charges that are subject to taxation and the amount of taxes included therein. Each Party will provide and make available to the other any resale certificates, information regarding out-of-state or out-of-country sales or use of equipment, materials, or services, and other exemption certificates or information reasonably requested by either Party.

f.

Tax Audits or Proceedings . Each Party shall promptly notify the other Party of, and coordinate with the other Party, the response to and settlement of, any claim for taxes asserted by applicable Tax Authorities for which the other Party is financially responsible hereunder. With respect to any claim arising out of a form or return signed by a Party to this Agreement, such Party will have the right to elect to control the response to and settlement of the claim, but the other Party will have the right to participate in the responses and settlements to the extent appropriate given its potential responsibilities or liabilities. Each Party also shall have the right to challenge the imposition of any tax liability for which it is financially responsible under this Agreement or, if necessary, to reasonably direct the other Party to challenge the imposition of any such tax liability. If either Party requests the other to challenge the imposition of any tax liability, such other Party shall use commercially reasonable efforts to do so (unless and to the extent it assumes financial responsibility for the tax liability in question), and, the requesting Party shall reimburse the other for all fines, penalties, interest, additions to taxes or similar liabilities imposed in connection therewith, plus the reasonable legal, accounting and other professional fees and expenses it incurs. Each Party shall be entitled to any tax refunds or rebates obtained with respect to the taxes for which such Party is financially responsible under this Agreement.

g.

Tax Filings . Supplier represents, warrants and covenants that it is registered to and will collect and remit Service Taxes in all applicable jurisdictions. At CoreLogic's request, Supplier shall provide CoreLogic with (i) written confirmation that Supplier has filed all required tax forms and returns and has collected and remitted all applicable amounts in connection with Service Taxes, and (ii) such other information pertaining to applicable Taxes as CoreLogic may reasonably request.

b.

Consequence . If an Extraordinary Event occurs, *** may, *** with respect to applicable Charges specified in Schedule 4 in accordance with the following:

i.

Supplier and CoreLogic shall mutually determine on a reasonable basis the efficiencies, economies, savings and resource utilization reductions resulting from such Extraordinary Event and, upon ***, Supplier shall then proceed to implement such efficiencies, economies, savings and resource utilization reductions as quickly as practicable and in accordance with the agreed upon schedule. As any efficiencies, economies, savings or resource utilization reductions are realized, *** specified on Schedule 4 and any affected *** (e.g., ***) shall be promptly and *** adjusted to *** to *** of such efficiencies, economies, savings and resource utilization reductions; provided, that CoreLogic shall reimburse Supplier for any *** costs or expenses incurred to realize such efficiencies, economies, savings or resource utilization reductions if and to the extent Supplier (i) notifies CoreLogic of such additional costs and *** incurring such costs, (ii) uses commercially reasonable efforts to identify and consider practical alternatives, and reasonably determines that there is no other more practical or cost effective way to obtain such savings without incurring such expenses, and (iii) uses commercially reasonable efforts to minimize the *** to be *** by ***.

ii.

Subject to Section 4.3 , an Extraordinary Event shall *** in Charges to CoreLogic being *** have *** if the *** and *** specified in the applicable Supplement *** been ***. CoreLogic ***, for each Extraordinary Event, at any time *** under this Section 11.4 and ***, apply the rates and charges (e.g., ARCs and RRCs) specified in the applicable Supplement to adjust the Charges.

b.