Transition Support Agreement (2001)Full Document 

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     THIS AGREEMENT ("Agreement") for the performance of corporate services is
executed and made effective as of _____________, 2001, between Equifax Inc., a
Georgia corporation ("Equifax"), and Certegy Inc., a Georgia corporation
("Certegy").

     WHEREAS, Equifax, through the operation of its Payment Services Group, is
engaged in the business of providing payment transaction processing solutions
and services to financial institutions and merchants;

     WHEREAS, the Board of Directors of Equifax has determined that it would be
advisable and in the best interests of Equifax and its shareholders for Equifax
to contribute the businesses, operations, assets and liabilities of its Payment
Services Group (collectively, the "Business") to Certegy in exchange for Certegy
common stock and thereafter to distribute all of the outstanding shares of
Certegy's common stock on a pro rata basis to the holders of Equifax's common
stock (the "Distribution") pursuant to a Distribution Agreement, dated as of the
date hereof, between Equifax and Certegy (the "Distribution Agreement");

     WHEREAS, the parties intend that the transactions described herein will be
effective at the Effective Time (as defined in the Distribution Agreement); and

     WHEREAS, the parties hereto deem it to be appropriate and in the best
interests of the parties that they provide certain interim services to each
other, including financial, accounting, tax, computer systems support and other
services on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     1.  Definitions.  Capitalized terms not defined herein shall have the
meanings set forth in the Distribution Agreement.

     2.   Description of Services.

          (a) Equifax shall, subject to the terms and provisions of this
Agreement, provide Certegy with (i) services, with respect to the Business, as
set forth on the Exhibits hereto, including, without limitation, computer system
support services, and (ii) such other specific services as Certegy may from time
to time reasonably request, subject to Equifax's sole discretion and its being
in a position to supply such additional services at the time of such request
(collectively, the "Equifax Services").

          (b) Certegy shall, subject to the terms and provisions of this
Agreement, provide Equifax with (i) services as set forth on the Exhibits
hereto, including, without limitation, computer system support services, and
(ii) such other services as Equifax may from time to time reasonably request,
subject to Certegy's sole discretion and its being in a position to supply such
additional services at the time of the request (collectively, the "Certegy
Services").


          (c) Each Exhibit hereto (i) may identify which specific member(s) of
the Equifax Group or the Certegy Group that the parties intend will provide the
services and which member(s) of the Equifax Group or the Certegy Group that the
parties intend will receive the services; (ii) will provide a description of the
services; and (iii) may also include applicable warranties, service levels,
service credits and any other special terms and conditions with respect to the
services described therein.

          (d) The parties have each exerted their best efforts to identify each
material service to be provided by the members of one Group to the members of
the other Group during a transition period after the Effective Time and to
address such services in this Agreement and the Exhibits hereto.  However, the
parties acknowledge that there may be material services that the parties would
have intended to be included which have inadvertently been omitted from this
Agreement and the Exhibits.  The parties agree to cooperate and negotiate with
each other in good faith in order to come to an agreement regarding the
continued provision of such material services that have inadvertently been
omitted from this Agreement and the Exhibits, on terms that are acceptable to
both parties.  Moreover, the parties agree that the services to be provided may
require adjustments during the term of this Agreement to reflect (i) the
evolving business and operations of each Group and applicable law; (ii) that the
relationship memorialized by this Agreement is dynamic in nature and will evolve
as the operating and business environment of each Group changes and evolves; and
(iii) that the scope of the services that will be provided during the term of
this Agreement and the corresponding fees charged and payment terms extended by
the parties may need to be modified to reflect the foregoing.  The parties agree
to cooperate and negotiate with each other in good faith in order to modify this
Agreement as appropriate to give effect to the intent of the parties and the
enduring and dynamic nature of each of the parties' respective businesses and

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