TERMS AND CONDITIONS FOR REDACTION SERVICES

This Terms and Conditions (these “T&Cs”) supplement the order form executed by Intralinks and the Client (the “Order Form”) related to Redaction Services. These T&Cs and the Order Form are jointly referred to as the “Redaction Terms”.

The Redaction Terms are incorporated into and shall be governed by the Master Services Agreement set forth in the Order Form (the “MSA”). In the event of any inconsistency or conflict between the MSA and the Redaction Terms, the Redaction Terms shall prevail solely with respect to the Redaction Services. In the event of any inconsistency or conflict between these T&Cs and the Order Form, the Order Form shall prevail over these T&Cs. In all other respects, the Redaction Services shall be provided and used in accordance with the terms of the MSA.

All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the MSA or Order Form.

1. SCOPE OF SERVICES

   1.1. Intralinks shall redact documents uploaded to an Exchange as requested by the Client in accordance with the guidelines set forth in the Order Form. The redaction services will include redaction of any words or figures and may include personally identifiable information (PII) and/or commercially sensitive information (CSI) as instructed by Client and agreed by Intralinks (“Redaction Services”).

   1.2. Client acknowledges that the completion of the Redaction Services is dependent on clear and timely instructions from the Client; and that the deliverables outlined in the Order Form are based on the type, quantity and language of the file/documents requested for redaction at the time of execution of the Order Form (“Initial Scope”).

   1.3.  The “Final Scope” will be based on the actual number of pages redacted, type and language and shall be confirmed by Client in writing after the execution of the Order Form. Any addition may impact the pricing and target timeline set forth in the Order and will be subject to Intralinks’ prior consent.   The Change Control Process may be required. 

   1.4. Client must provide Intralinks with the specific guidelines for PII and CSI. Such request must be in writing and will be subject to Intralinks’ prior approval. Any delay in the provision of such guidelines will delay the rendering of the Redaction Services accordingly.

2. CLIENT OBLIGATIONS

   2.1 Client shall:

       (a) assign a main point of contact and appropriate personnel to engage with Intralinks.

       (b) ensure that meetings, which shall be conducted remotely unless otherwise agreed in writing, with Client’s designated third parties, shall not be unreasonably delayed or cancelled.

       (c) respond without undue delay to Intralinks questions related to the provision of the Redaction Services.

       (d) provide timely confirmation of receipt of the submitted deliverables and provide feedback as requested.

       (e) grant Intralinks access to the relevant Exchange.

       (f) organize files for redaction into working folder(s) and advise Intralinks of the names and location of the working folder(s) that need to be redacted. 

       (g) notify Intralinks before adding files for redaction or moving/removing files from the working folder. New files shall be added to a separate folder to avoid disruption to the working folders.

       (h) provide detailed guideline for Commercially Sensitive Information (CSI) redaction via email.

3. ADDITIONAL TERMS

   3.1. Intralinks shall use commercially reasonable efforts to deliver and assist the Client with the Redaction Services in a professional manner within the agreed timeframe. However, Client acknowledges that Intralinks cannot provide any warranty that the deliverables will not be error free.

   3.2. Client acknowledges that Intralinks will apply the default suffix "_redacted". Application of customised suffixes, such as, "_PII redacted", "_CSI redacted" and "_PII CSI redacted" may be provided at additional renaming fee and or project management fee. 

   3.3. Should Intralinks' support for organizing and renaming documents be required, additional fees will incur, and the Change Control process must be followed.

   3.4. Microsoft Word, PowerPoint, text, email (excluding email attachments) and image files will be converted to PDFs upon redaction. Microsoft Excel files will be redacted in its native format and will be billed based on the number of printed pages.

   3.5. Intralinks cannot guarantee definite support for languages identified outside the Initial Scope.

   3.6. Services will be provided exclusively on weekdays (excluding Bank Holidays), from Monday through Friday, for a standard workweek of forty (40) hours, with eight (8) hours per day. Weekend work, or hours exceeding the forty-hour (40-hour) standard workweek, will be subject to a different rate than the standard rate outlined in the Order Form, and will require advance approval from Intralinks.

4. CHANGE CONTROL PROCESS

   In the event either party requires changes to the scope of deliverables for Redaction Services, it shall provide the other party with written notification with as much detail as is reasonably practicable. Intralinks shall provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), no later than five (5) business days after receiving or submitting such written notification, unless otherwise agreed in writing. Client shall review Intralinks’ Change Control Order without undue delay (but in any event no later than five (5) business days) after its receipt and shall either accept (with or without modifications) or reject the proposed Change Control Order. If the Parties agree to the proposed change request, each party shall sign the final Change Control Order.