Transition Services. Each Party shall perform (“Service Provider”) for the other Party (“Receiving Party”) certain transition services as set forth on [Schedule 1] hereto (the “Transition Services”) for the time periods described in this Agreement. In consideration for the performance of the Transition Services, the applicable Receiving Party shall pay to the applicable Service Provider the fees set forth on [Schedule 1] (the “Service Fees”) in accordance with Section 4 of this Agreement. Each Receiving Party reserves the right to request additional Transition Services from the applicable Service Provider that are not currently contemplated on [Schedule 1] and the Parties will work in good faith to agree on reasonable terms. The applicable Service Provider shall promptly respond to such request by the applicable Receiving Party.

Fees and Changes. In consideration for each Service Provider’s availability to provide the Transition Services, each Service Provider shall receive the fees or other charges as set forth in [Schedule 1]. The applicable Receiving Party shall pay such fees and charges for the Transition Services specified in [Schedule 1] at the time or times specified in [Schedule 1]. An invoice for Transition Services shall be due and payable by the applicable Receiving Party at the time specified in [Schedule 1]. Any amounts payable by a Receiving Party under this Section 4 that are not paid when due shall bear interest, from the date due until paid, at the rate of ten percent (10%) per annum. If there is a dispute regarding any invoice for Service Fees under this Agreement, the Parties shall cooperate and use commercially reasonable efforts to resolve any such dispute among themselves as promptly as practicable. The applicable Service Provider acknowledges that it is solely responsible for paying all federal, state, and local income or business taxes, including estimated taxes, self-employment and any other taxes, fees, additions to tax, interest or penalties which may be assessed, imposed, or incurred as a result of the Transition Services provided by the applicable Service Provider pursuant to this Agreement.