LifeLock 2015 Annual Report Download - page 137

This Agreement constitutes the entire Agreement between the parties and supersedes all prior understandings between the parties (whether written or oral)
relating to the subject matter of this Agreement. No modification of this Agreement shall be valid unless in writing and signed by an authorized representative
of each of the parties.
 
22.1 This Agreement will begin on the Effective Date and continue for four years from the Launch Date (the “Term”) unless extended by mutual
agreement of the parties. If this Agreement is terminated for any reason Sections 5, 6, 7, 8, 19, 20, 22 and any other provisions which by their nature should
survive termination, will remain in full force and effect.
22.2 Notwithstanding anything to the contrary in this Agreement, if the continued provision of the Equifax Credit Information or any affected
component thereof becomes impossible generally or in its current configuration due to a change in applicable federal, state or local laws or regulations after
the Effective Date of the Agreement,Equifax may cease to provide the Equifax Credit Information or any affected component thereof within, or pertaining to
persons residing within, the affected jurisdiction.
Where there is a change of applicable federal, state or local regulations after the Effective Date which would require Equifax to incur additional
material costs to comply with such change, Equifax may, at its good faith discretion and upon six (6) months prior written notice to Broker establish new prices
which will apply to the Equifax Credit Information or any affected component thereof when provided or delivered within, or pertaining to persons residing
within, the affected jurisdiction, which prices will be reasonably calculated to cover the costs incurred by Equifax in complying with the applicable laws or
regulations.In the event that such price increase is material (i.e., greater than ten percent) to Broker, Broker shall be relieved from any further Minimum
Commitment requirement found in the Pricing Exhibit I.
22.3 Equifax may terminate this Agreement or suspend provision of any data if (a) Broker becomes insolvent or is the subject of any bankruptcy
proceedings; (b) Broker otherwise materially breaches this Agreement and does not cure the breach within sixty (60) calendar days of receipt of written notice
from Equifax; or (c) upon thirty days written notice to Broker, including any supporting documentation, based upon its reasonable belief that: (i) Broker is using
any of the Equifax Credit Information in any manner other than as expressly permitted under this Agreement and Broker does not cure such breach during the
notice period or (ii) access or disclosure of the Equifax Credit Information in violation of the terms of this Agreement has occurred by Broker and Broker does
not cure such breach during the notice period; provided, that if such mis-use, access or disclosure materially impacts Equifax’s ability to comply with
applicable law, such thirty (30) day notice period is not required, but Equifax shall provide as much advance written notice as is reasonably practicable; (iii)
Broker materially misrepresents Equifax Credit Information or makes any public statement about Equifax that Equifax reasonably believes casts Equifax in a
negative light; or (iv) after assignment, failure of any assignee of the Agreement to pass industry standard credentialing provided that such assignee has
been permitted opportunity to correct any deficiency (individually or collectively, a “Material Compliance Issue”).
22.3.1 Broker may terminate this Agreement if, Broker determines Equifax has materially breached this Agreement
and Equifax does not cure the breach within sixty (60) calendar days..
22.4 Wind Down Period.
 Wind-Down. In the event of termination or expiration of this Agreement, Broker may elect, at its sole discretion and Equifax
agrees to provide, a wind-down period beginning upon the effective date of termination or expiration of this Agreement and terminating upon the earlier of (1)
termination in accordance with Section 22.4(c) (Termination of Wind-down Period) below; or (2) a period of six (6) months from the date of termination or
expiration of the Agreement (the "Wind-Down Period").
 Wind-Down EffectDuring the Wind-Down Period, (1) each Party shall in all respects comply with the terms and conditions of
this Agreement, and (2) the terms and conditions of this Agreement shall remain in full force and effect, including the obligations of each Party as set forth
herein; provided however, Broker will pay Equifax based on the actual fees due for the Service, in lieu of any annual or monthly minimum payment
requirement.
 Termination of the Wind-Down Period
Section 22.4(b) (Wind-Down Effect) (including but not limited to breach of the
Exhibits attached hereto), and does not cure such breach within fifteen (15) days following written notice of such breach from the Non-breaching Party
demanding correction of such breach. Upon termination of the Wind-Down Period, this Agreement shall immediately terminate and each party agrees to
comply with the terms and conditions contained herein with respect to termination procedures, if any.
 This Section 22.4 shall not apply to any termination that results from a Material Compliance Issue or non-payment of amounts
due and payable by Broker. In cases of termination for non-payment, and based upon Broker becoming current on all amounts due, Broker may elect to pay
in advance to receive services during a Wind Down period.
