10-12B/A

As filed with the Securities and Exchange Commission on May 27, 2008

File No. 1-34005

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

Lender Processing Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	26-1547801 (I.R.S. Employer Identification No.)
601 Riverside Avenue, Jacksonville, Florida (Address of Principal Executive Offices)	32204 (Zip Code)

Registrant’s telephone number, including area code

(904) 854-5100

Copies to:

Francis K. Chan
Executive Vice President and
Chief Financial Officer
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-5100 Robert S. Rachofsky
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
(212) 259-8088

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which
to be so Registered	Each Class is to be Registered
Common Stock, par value $0.0001 per share	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
	(Do not check if a smaller reporting company)

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to the registration statement on Form 10, as filed on March 27, 2008 and as initially amended on May 9, 2008 (the “Form 10”), is being filed solely to amend Item 15, “Financial Statements and Exhibits,” and the Exhibit Index by including additional exhibits and to file certain exhibits to the registration statement. Accordingly, the information statement (the “information statement”) previously filed as Exhibit 99.1 to the Form 10 is unchanged and has been omitted.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

This Amendment No. 2 incorporates by reference information contained in the information statement. The cross-reference table below identifies where the items required by the Form 10 can be found in the information statement.

Item
No.		Item Caption	Location in Information Statement
	1.	Business	See “Summary,” “Risk Factors,” “Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.”
	1A.	Risk Factors	See “Risk Factors.”
	2.	Financial Information	See “Summary,” “Selected Financial Information,” “Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
	3.	Properties	See “Business — Properties and Facilities.”
	4.	Security Ownership of Certain Beneficial Owners and Management	See “Security Ownership of Certain Beneficial Owners and Management.”
	5.	Directors and Executive Officers	See “Management.”
	6.	Executive Compensation	See “Management.”
	7.	Certain Relationships and Related Transactions	See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management” and “Certain Relationships and Related Party Transactions.”
	8.	Legal Proceedings	See “Business — Legal Proceedings.”
	9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters	See “Summary,” “The Spin-Off,” “Capitalization,” “Dividend Policy” and “Description of Capital Stock.”
	10.	Recent Sales of Unregistered Securities	Not applicable.
	11.	Description of Registrant’s Securities to be Registered	See “The Spin-Off,” “Dividend Policy” and “Description of Capital Stock.”
	12.	Indemnification of Directors and Officers	See “Indemnification of Directors and Officers.”
	13.	Financial Statements and Supplementary Data	See “Pro Forma Financial Information” and “Index to Financial Statements” and the statements referenced thereon.
	14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Not applicable.

Item 15.   Financial Statements and Exhibits.

(a)   Financial Statements

The following financial statements are included in the information statement as previously filed:

Combined Balance Sheets as of December 31, 2007 and 2006	F-3
Combined Statements of Earnings for the years ended December 31, 2007, 2006 and 2005	F-4
Combined Statements of Parent’s Equity for the years ended December 31, 2007, 2006 and 2005	F-5
Combined Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005	F-6
Notes to the Combined Financial Statements for the years ended December 31, 2007, 2006 and 2005	F-7
Unaudited Combined Balance Sheets as of March 31, 2008 and December 31, 2007	F-28
Unaudited Combined Statements of Earnings for the three months ended March 31, 2008 and 2007	F-29
Unaudited Combined Statements of Cash Flows for the three months ended March 31, 2008 and 2007	F-30
Notes to the Unaudited Combined Financial Statements for the three months ended March 31, 2008 and 2007	F-31
EXHIBIT 2.1
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 10.1
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6
EXHIBIT 99.7
EXHIBIT 99.8

(b)   Exhibits

The following exhibits are filed herewith unless otherwise indicated:

Exhibit
Number			Description
	2	.1	Form of Contribution and Distribution Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	3	.1	Form of Amended and Restated Certificate of Incorporation of Lender Processing Services, Inc.
	3	.2	Form of Amended and Restated Bylaws of Lender Processing Services, Inc.
	10	.1	Form of Tax Disaffiliation Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	10	.2	Form of Employee Matters Agreement(1)
	10	.3	Form of Corporate and Transition Services Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	10	.4	Form of Corporate and Transition Services Agreement between Lender Processing Services, Inc. and Fidelity National Financial, Inc.
	10	.5	Form of Lender Processing Services, Inc. 2008 omnibus incentive plan(1)
	99	.1	Information Statement(2)
	99	.2	Form of Reverse Corporate and Transition Services Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	99	.3	Form of Aircraft Interchange Agreement among Fidelity National Financial, Inc., Fidelity National Information Services, Inc. and Lender Processing Services, Inc.
	99	.4	Form of Lease Agreement between Lender Processing Services, Inc., as landlord, and Fidelity National Information Services, Inc., as tenant
	99	.5	Form of Master Information Technology and Application Development Services Agreement between Lender Processing Services, Inc. and Fidelity National Financial, Inc.
	99	.6	Form of Property Management Agreement between Lender Processing Services, Inc., as property manager, and Fidelity National Financial, Inc., as property owner
	99	.7	Form of Lease Agreement between Lender Processing Services, Inc., as landlord, and Fidelity National Financial, Inc., as tenant
	99	.8	Form of Sublease Agreement between Fidelity National Financial, Inc., as sublessor, and Lender Processing Services, Inc., as sublessee

Exhibit
Number			Description
	99	.9	Amended and Restated OTS Gold Software License Agreement dated as of February 1, 2006 between Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., and FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.10	Amended and Restated SIMON Software License Agreement dated as of February 1, 2006 between Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., and FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.11	Amended and Restated TEAM Software License Agreement dated as of February 1, 2006 between Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., and FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.12	Amended and Restated Software License Agreement dated as of February 1, 2006 between SoftPro, LLC, a subsidiary of Lender Processing Services, Inc., and Fidelity National Financial, Inc. (assigned from Fidelity National Information Services, Inc.)(3)
	99	.13	Amended and Restated Starters Repository Access Agreement dated as of February 1, 2006 between Fidelity National Financial, Inc. and Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(3)
	99	.14	Amended and Restated Back Plant Repository Access Agreement dated as of February 1, 2006 between Fidelity National Financial, Inc. and Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(3)
	99	.15	[reserved]
	99	.16	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.17	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.18	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.19	Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.20	Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.21	Issuing Agency Contract dated as of August 22, 2006 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(1)
	99	.22	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.23	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.24	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.25	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)

Exhibit
Number			Description
	99	.26	Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.27	Issuing Agency Contract dated as of August 28, 2006 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(1)
	99	.28	Tax Service Agreement dated as of June 20, 2005 between FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc., and Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc. (together with a schedule describing other substantially identical Tax Service Agreements dated various dates from 2002 to 2006 between FIS Tax Service, Inc. and various title insurance subsidiaries of Fidelity National Financial, Inc.)(1)
	99	.29	Database License Agreement dated as of November 27, 2006 between Fidelity National Disclosure Source, LLC, a subsidiary of Fidelity National Financial, Inc., and FNIS Flood Group, LLC, a subsidiary of Lender Processing Services, Inc.(1)
	99	.30	Flood Zone Determination Agreement dated as of December 28, 2004 between FNIS Flood Group, LLC, a subsidiary of Lender Processing Services, Inc., and Ticor Title Insurance Company, a subsidiary of Fidelity National Financial, Inc.(1)
	99	.31	National Master Services Agreement dated as of November 1, 2006 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Company, a subsidiary of Lender Processing Services, Inc.(1)
	99	.32	Special Services Agreement dated as of May 23, 2007 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and LSI, a subsidiary of Lender Processing Services, Inc. (together with a schedule describing other substantially identical Special Services Agreements dated various dates in 2007 between Property Insight LLC and various subsidiaries of Lender Processing Services, Inc.)(1)
	99	.33	Interchange Subscriber Agreement dated as of June 4, 2002 between Fidelity National Information Services, Inc., and Fidelity National Flood Services, Inc., a subsidiary of Lender Processing Services, Inc. (together with a schedule describing other substantially identical Interchange Subscriber Agreements dated various dates between 2002 and 2008 between various subsidiaries of Fidelity National Financial, Inc./Fidelity National Information Services, Inc. and Lender Processing Services, Inc.)(1)

(1) To be filed by amendment

(2) Previously filed

(3) Incorporated by reference to the Current Report on Form 8-K of Fidelity National Information Services, Inc. (File No. 001-16427) filed on February 6, 2006

(4) Incorporated by reference to the Registration Statement on Form S-1 of Fidelity National Financial, Inc. (File No. 333-126402) filed on September 26, 2005

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

LENDER PROCESSING SERVICES, INC.

By: /s/ Francis K. Chan    

Name:     Francis K. Chan

Title:  Executive Vice President and Chief

Financial Officer

Date: May 27, 2008

EXHIBIT INDEX

Exhibit
Number			Description
	2	.1	Form of Contribution and Distribution Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	3	.1	Form of Amended and Restated Certificate of Incorporation of Lender Processing Services, Inc.
	3	.2	Form of Amended and Restated Bylaws of Lender Processing Services, Inc.
	10	.1	Form of Tax Disaffiliation Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	10	.2	Form of Employee Matters Agreement(1)
	10	.3	Form of Corporate and Transition Services Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	10	.4	Form of Corporate and Transition Services Agreement between Lender Processing Services, Inc. and Fidelity National Financial, Inc.
	10	.5	Form of Lender Processing Services, Inc. 2008 omnibus incentive plan(1)
	99	.1	Information Statement(2)
	99	.2	Form of Reverse Corporate and Transition Services Agreement between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.
	99	.3	Form of Aircraft Interchange Agreement among Fidelity National Financial, Inc., Fidelity National Information Services, Inc. and Lender Processing Services, Inc.
	99	.4	Form of Lease Agreement between Lender Processing Services, Inc., as landlord, and Fidelity National Information Services, Inc., as tenant
	99	.5	Form of Master Information Technology and Application Development Services Agreement between Lender Processing Services, Inc. and Fidelity National Financial, Inc.
	99	.6	Form of Property Management Agreement between Lender Processing Services, Inc., as property manager, and Fidelity National Financial, Inc., as property owner
	99	.7	Form of Lease Agreement between Lender Processing Services, Inc., as landlord, and Fidelity National Financial, Inc., as tenant
	99	.8	Form of Sublease Agreement between Fidelity National Financial, Inc., as sublessor, and Lender Processing Services, Inc., as sublessee
	99	.9	Amended and Restated OTS Gold Software License Agreement dated as of February 1, 2006 between Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., and FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.10	Amended and Restated SIMON Software License Agreement dated as of February 1, 2006 between Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., and FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.11	Amended and Restated TEAM Software License Agreement dated as of February 1, 2006 between Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., and FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.12	Amended and Restated Software License Agreement dated as of February 1, 2006 between SoftPro, LLC, a subsidiary of Lender Processing Services, Inc., and Fidelity National Financial, Inc. (assigned from Fidelity National Information Services, Inc.)(3)
	99	.13	Amended and Restated Starters Repository Access Agreement dated as of February 1, 2006 between Fidelity National Financial, Inc. and Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(3)
	99	.14	Amended and Restated Back Plant Repository Access Agreement dated as of February 1, 2006 between Fidelity National Financial, Inc. and Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(3)
	99	.15	[reserved]
	99	.16	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)

Exhibit
Number			Description
	99	.17	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.18	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.19	Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.20	Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.21	Issuing Agency Contract dated as of August 22, 2006 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(1)
	99	.22	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.23	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.24	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.25	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.26	Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(4)
	99	.27	Issuing Agency Contract dated as of August 28, 2006 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc. (assigned from Fidelity National Information Services, Inc.)(1)
	99	.28	Tax Service Agreement dated as of June 20, 2005 between FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc., and Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc. (together with a schedule describing other substantially identical Tax Service Agreements dated various dates from 2002 to 2006 between FIS Tax Service, Inc. and various title insurance subsidiaries of Fidelity National Financial, Inc.)(1)
	99	.29	Database License Agreement dated as of November 27, 2006 between Fidelity National Disclosure Source, LLC, a subsidiary of Fidelity National Financial, Inc., and FNIS Flood Group, LLC, a subsidiary of Lender Processing Services, Inc.(1)
	99	.30	Flood Zone Determination Agreement dated as of December 28, 2004 between FNIS Flood Group, LLC, a subsidiary of Lender Processing Services, Inc., and Ticor Title Insurance Company, a subsidiary of Fidelity National Financial, Inc.(1)
	99	.31	National Master Services Agreement dated as of November 1, 2006 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Company, a subsidiary of Lender Processing Services, Inc.(1)

Exhibit
Number			Description
	99	.32	Special Services Agreement dated as of May 23, 2007 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and LSI, a subsidiary of Lender Processing Services, Inc. (together with a schedule describing other substantially identical Special Services Agreements dated various dates in 2007 between Property Insight LLC and various subsidiaries of Lender Processing Services, Inc.)(1)
	99	.33	Interchange Subscriber Agreement dated as of June 4, 2002 between Fidelity National Information Services, Inc., and Fidelity National Flood Services, Inc., a subsidiary of Lender Processing Services, Inc. (together with a schedule describing other substantially identical Interchange Subscriber Agreements dated various dates between 2002 and 2008 between various subsidiaries of Fidelity National Financial, Inc./Fidelity National Information Services, Inc. and Lender Processing Services, Inc.)(1)

(1) To be filed by amendment

(2) Previously filed

(3) Incorporated by reference to the Current Report on Form 8-K of Fidelity National Information Services, Inc. (File No. 001-16427) filed on February 6, 2006

(4) Incorporated by reference to the Registration Statement on Form S-1 of Fidelity National Financial, Inc. (File No. 333-126402) filed on September 26, 2005

EX-2.1

Exhibit 2.1

CONTRIBUTION AND DISTRIBUTION AGREEMENT

between

FIDELITY NATIONAL INFORMATION SERVICES, INC.

and

LENDER PROCESSING SERVICES, INC.

dated as of June ___, 2008

TABLE OF CONTENTS

		Page
ARTICLE I    DEFINITIONS			2
SECTION 1.1.	Definitions		2
SECTION 1.2.	Interpretation		7
ARTICLE II  THE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE			8
SECTION 2.1.	Asset Contribution, Assumption of Liabilities and Delivery of Shares and Notes		8
SECTION 2.2.	Asset Contribution Deliverables; Distribution Date Deliverables		8
SECTION 2.3.	Spin-off		9
SECTION 2.4.	Debt Exchange		10
ARTICLE III NO REPRESENTATIONS AND WARRANTIES			11
SECTION 3.1.	No Representations and Warranties		11
SECTION 3.2.	No Warranty Regarding Transition and License		11
ARTICLE IV ACCESS TO INFORMATION AND RECORDS			11
SECTION 4.1.	Access to Information		11
SECTION 4.2.	Restrictions on Disclosure of Information		14
SECTION 4.3.	Record Retention		15
SECTION 4.4.	Production of Witnesses		15
SECTION 4.5.	Other Agreements Regarding Access to Information		15
ARTICLE V  ADDITIONAL AGREEMENTS			16
SECTION 5.1.	Performance		16

		Page
SECTION 5.2.	Insurance Matters		16
SECTION 5.3.	Reasonable Best Efforts		18
SECTION 5.4.	Public Announcements		18
SECTION 5.5.	Related Party Agreements		18
SECTION 5.6.	Intercompany Debt		18
SECTION 5.7.	Tax Matters		18
ARTICLE VI TRANSITION LICENSE OF CERTAIN INTELLECTUAL PROPERTY			19
SECTION 6.1.	Grant of Transition License for Use of Certain FIS Marks		19
	(a)    Grant of License		19
	(b)    License Restrictions and Limitations		19
	(c)    Quality Control		19
	(d)    Sublicense Limitations		20
	(e)    Inconsistency with Related Party Agreements		20
SECTION 6.2.	Alterations and Variations		20
SECTION 6.3.	Ownership		21
SECTION 6.4.	Enforcement; Infringement		21
SECTION 6.5.	Termination Prior to the Transition License Expiration Date		21
	(a)    Termination as a result of Disaffiliation		21
	(b)    Termination for Insolvency		21
	(c)    Transition Upon Termination		22
	(d)    Abandonment		22
	(e)    Transition License Survival		23
SECTION 6.6.	Unauthorized Use		23
ARTICLE VII INDEMNIFICATION			23
SECTION 7.1.	Indemnification by LPS		23
SECTION 7.2.	Indemnification by FIS		24
SECTION 7.3.	Claim Procedure		24
	(a)    Claim Notice		24
	(b)    Response to Notice of Claim		24

-ii-

		Page
	(c)    Contested Claims		25
	(d)    Third Party Claims		25
SECTION 7.4.	Contribution		26
SECTION 7.5.	Limitations		27
	(a)    Insurance Proceeds; Third Party Coverage		27
	(b)    Other Agreements		27
	(c)    Certain Damages Not Indemnified		27
	(d)    Successors and Assigns		28
ARTICLE VIII GENERAL PROVISIONS			28
SECTION 8.1.	Governing Law		28
SECTION 8.2.	Jurisdiction and Venue; Waiver of Jury Trial		28
SECTION 8.3.	Dispute Resolution		28
	(a)    Amicable Resolution		28
	(b)    Mediation		29
	(c)    Arbitration		29
	(d)    Non-Exclusive Remedy		30
	(e)    Commencement of Dispute Resolution Procedure		30
SECTION 8.4.	Notices		31
SECTION 8.5.	Binding Effect and Assignment		31
SECTION 8.6.	Severability		32
SECTION 8.7.	Entire Agreement		32
SECTION 8.8.	Counterparts		32
SECTION 8.9.	Expenses		32
SECTION 8.10.	Amendment		32
SECTION 8.11.	Waiver		32
SECTION 8.12.	Construction of Agreement		33
SECTION 8.13.	Transition License General Terms		33
	(a)    Relationship of the Parties		33
	(b)    Title 11		33
	(c)    UN Convention Disclaimed		34
	(d)    Effectiveness		34
SECTION 8.14.	Termination		34

-iii- 

EXHIBITS AND SCHEDULES

Exhibit A	Form of LPS Term A Notes
Exhibit B	Form of LPS Term B Notes
Exhibit C	Form of LPS Bond Indebtedness
Exhibit D	Form of Assignment and Bill of Sale
Exhibit E	Form of Assumption Agreement
Schedule I	List of Subject Companies
Schedule II	Competitors
Schedule 2.2(a)	Transferred Employee Employment Agreements
Schedule 5.5	Related Party Agreements
Schedule 7.1(a)	Known Liabilities Requiring Indemnification

-iv- 

CONTRIBUTION AND DISTRIBUTION AGREEMENT

          CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June ___, 2008 (this “Agreement”), between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”).

          WHEREAS, the Board of Directors of FIS has determined that it is in the best interests of FIS and its stockholders to separate its lender processing services business and to distribute ownership of the lender processing services business to the stockholders of FIS as a dividend; and

          WHEREAS, FIS owns (i) that percentage of the issued and outstanding shares of capital stock or other equity securities or ownership interests set forth on Schedule I (the “Subject Securities”) of the entities listed on Schedule I (the “Subject Companies”) and (ii) the Other Assets (as hereinafter defined), which Subject Securities and Other Assets constitute all of the material properties, assets and rights that primarily relate to, arise out of or are held in connection with the lender processing services business currently conducted by FIS and its Subsidiaries; and

          WHEREAS, FIS desires to contribute to LPS all of the Subject Securities and all of the Other Assets (collectively, the “Asset Contribution”) in exchange for (i) the issuance by LPS to FIS of the LPS Shares (as hereinafter defined) and the LPS Notes (as hereinafter defined) and (ii) the assumption by LPS of the Assumed Liabilities (as hereinafter defined); and

          WHEREAS, the board of directors of FIS has approved (i) the Asset Contribution in exchange for the LPS Shares and the LPS Notes, (ii) the distribution, following the Asset Contribution, of all of the shares of LPS Common Stock held by FIS to the holders of the outstanding shares of capital stock of FIS as of the Record Date (as defined herein) for such distribution (the “Spin-off”), and (iii) after the Spin-off, the exchange by FIS of the LPS Notes for a like amount of FIS’s existing indebtedness consisting of the Tranche B Term Loans issued under the FIS 2007 Credit Agreement (as defined herein) (the “Debt Exchange”); and

          WHEREAS, the board of directors of LPS has approved the issuance of the LPS Shares and the LPS Notes, as well as assumption by LPS of the Assumed Liabilities (as hereinafter defined) and the acceptance of the Asset Contribution;

          NOW, THEREFORE, in consideration of the premises, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FIS and LPS agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.1. Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

          “Action or Proceeding” means any charge, complaint, grievance, action, suit, litigation, proceeding or arbitration, whether civil, criminal, administrative or investigative, by any Person, or any investigation by or before any Governmental Entity.

          “Adverse Consequences” means damages, penalties, fines, costs, expenses (including professional fees and expenses), amounts paid in settlement, liabilities, obligations, liens, and losses, including any such amounts arising out of or related to claims asserted against LPS or FIS by any shareholder participating in the Spin-off; provided that Adverse Consequences shall not include any indirect, special, consequential, or punitive damages.

          “Affiliate” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that, for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

          “Agreement” has the meaning set forth in the Preamble.

          “Ancillary Agreement” or “Ancillary Agreements”, as the context may require, means each of the LPS Notes, the Employee Matters Agreement, the Tax Disaffiliation Agreement, each of the other Related Party Agreements, and each other agreement or instrument to be entered into in connection with the Asset Contribution or the Spin-off, including any exhibits, schedules, attachments, tables or other appendices thereto, and each other agreement and other instrument contemplated herein or in any of the foregoing, all as may be amended from time to time.

          “Arbitrator” has the meaning set forth in Section 8.3(c).

          “Asset Contribution” has the meaning set forth in the Recitals.

          “Asset Contribution Date” means the date on which the Asset Contribution is effective.

          “Assignment and Bill of Sale” means that certain Assignment and Bill of Sale to be entered by FIS to and in favor of LPS in connection with the Asset Contribution, in the form of Exhibit D, as such may be amended from time to time.

          “Assumed Liabilities” means all liabilities and obligations of any member of the FIS Group required to be paid or performed under any contract or other agreement included in

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the Other Assets or otherwise arising in connection with any of the Other Assets, whether required to be paid or performed before or after the Asset Contribution Date.

          “Assumption Agreement” means that certain Assumption Agreement to be entered by LPS to and in favor of FIS in connection with the Asset Contribution, in the form of Exhibit E, as such agreement may be amended from time to time.

          “Business Day” means any day, other than a Saturday or Sunday, or a day on which banking institutions are authorized or required by law or regulation to close in Jacksonville, Florida or New York, New York.

          “Change of Control” means, with respect to any Person, an acquisition by any person (within the meaning of Section 3(a)(9) of the Exchange Act) and used in Sections 13(d) and 14(d) thereof of Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of either the then outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors; excluding, however, the following: (A) any acquisition directly from such Person, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from such Person or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by such Person or by one or more members of such Person’s group of affiliates entities.]

          “Claim Notice” has the meaning set forth in Section 7.3(a).

          “Claimed Amount” has the meaning set forth in Section 7.3(a).

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Competitors” in the case of FIS shall mean those companies set forth on Schedule II under the heading “Competitors of FIS”, and in the case of LPS shall mean those companies set forth on Schedule II under the heading “Competitors of LPS”.

          “Controlling Party” has the meaning set forth in Section 7.3(d)(ii).

          “D&O Tail Policy” has the meaning set forth in Section 5.2(b).

          “Damages” means all losses, claims, demands, damages, liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, obligations, liens, forfeitures, settlements, payments, costs, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action or Proceeding), of any nature or kind, whether or not the same would properly be reflected on a balance sheet.

          “Debt Exchange” has the meaning set forth in the Recitals.

          “Disclosing Party” has the meaning set forth in Section 4.2(c).

          “Dispute” has the meaning set forth in Section 8.3(a).

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          “Distribution Date” means the date on which the Spin-off is effective.

          “Employee Matters Agreement” means the Employee Matters Agreement to be entered into by and between FIS and LPS, as may be amended from time to time.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

          “Existing Insurance” has the meaning set forth in Section 5.2(b).

          “Fiduciary and EP Tail Policy” has the meaning set forth in Section 5.2(b).

          “FIS” means Fidelity National Information Services, Inc., a Georgia corporation.

          “FIS 2007 Credit Agreement” means the Credit Agreement dated as of January 18, 2007, as amended, among FIS, as borrower, and JPMorgan Chase Bank, N.A., Bank of America, N.A., and Wachovia Bank, National Association.

          “FIS Group” means FIS, the Subsidiaries of FIS and each Person that is or becomes an Affiliate of FIS (other than LPS or any member of the LPS Group) from and after the Asset Contribution.

          “FIS Indemnified Parties” has the meaning set forth in Section 7.1.

          “FIS Marks” has the meaning set forth in Section 6.1(a).

          “FIS Policies” has the meaning set forth in Section 5.2(b).

          “FIS Public Filings” has the meaning set forth in Section 4.1(b).

          “FNF” means Fidelity National Financial, Inc., a Delaware corporation.

          “FNF Policy” has the meaning set forth in Section 5.2(a).

          “GAAP” means U.S. generally accepted accounting principles, consistently applied.

          “Governmental Entity” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, administrative or governmental authority, including the NYSE.

          “Group” means either the FIS Group or the LPS Group, as the context requires.

          “Indemnifiable Losses” mean all Damages suffered by an Indemnitee, including any reasonable out-of-pocket fees, costs or expenses of enforcing any indemnity hereunder; provided that “Indemnifiable Losses” shall not include any such Damages caused by, resulting from or arising out of the gross negligence, willful misconduct or fraud of such Indemnitee.

          “Indemnified Party” has the meaning set forth in Section 7.3(a).

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          “Indemnifying Party” has the meaning set forth in Section 7.3(a).

          “Indemnitee” means a Person who or which may seek indemnification under this Agreement.

          “Jacksonville Court” has the meaning set forth in Section 8.2.

          “LPS” means Lender Processing Services, Inc., a Delaware corporation.

          “LPS Common Stock” means LPS Common Stock, par value $0.0001 per share.

          “LPS Group” means LPS, the Subsidiaries of LPS, and each Person that LPS directly or indirectly controls (within the meaning of the Securities Act) immediately after the Asset Contribution, and each other Person that becomes an Affiliate of LPS after the Spin-off.

          “LPS Indemnified Parties” has the meaning set forth in Section 7.2.

          “LPS Notes” has the meaning set forth in Section 2.1(a).

          “LPS Public Filings” has the meaning set forth in Section 4.1(c).

          “LPS Shares” has the meaning set forth in Section 2.1(a).

          “Non-controlling Party” has the meaning set forth in Section 7.3(d)(ii).

          “NYSE” means the New York Stock Exchange, Inc.

          “Other Assets” means all other properties, assets and rights of any nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, held by FIS immediately prior to the Asset Contribution that primarily relate to, arise out of or are held in connection with the Transferred Business.

          “Owning Party” has the meaning set forth in Section 4.2(c).

          “Party” or “Parties”, as the context may require, mean each or both of FIS and LPS.

          “Person” means (i) for all Sections of this Agreement, except in the context of “Change of Control”, an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity, and (ii) for “Change of Control”, the meaning set forth in the definition for “Change of Control”.

          “Providing Party” has the meaning set forth in Section 4.1(a).

          “Record Date” means the close of business on the date to be determined by the FIS board of directors as the record date for determining the stockholders of FIS entitled to receive shares of LPS Common Stock pursuant to a pro-rata distribution of shares of LPS Common Stock as part of the Spin-off.

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          “Records” has the meaning set forth in Section 4.1(a).

          “Related Party Agreements” has the meaning set forth in Section 5.5(a).

          “Representative” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants or attorneys.

          “Requesting Party” has the meaning set forth in Section 4.1(a).

          “Retention Period” has the meaning set forth in Section 4.3(a).

          “SEC” means the United States Securities and Exchange Commission, or any successor agency.

          “Securities Act” means the Securities Act of 1933, as amended from time to time, together with the rules and regulations promulgated thereunder.

          “Spin-off” has the meaning set forth in the Recitals.

          “Spin-off Declaration” has the meaning set forth in Section 2.3(a).

          “Steering Committee” has the meaning set forth in Section 8.3(a).

          “Subject Companies” has the meaning set forth in the Recitals.

          “Subject Company Subsidiary” means one or more Subsidiaries of a Subject Company.

          “Subject Securities” has the meaning set forth in the Recitals.

          “Subsidiary” means, with respect to any specified Person, any Person of which such specified Person controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body; provided, however, that unless the context otherwise requires, references to Subsidiaries of FIS will not include LPS or the Persons that will be transferred to LPS or other members of the LPS Group pursuant to this Agreement, whether the transfer of such Persons occurs prior to or after the Asset Contribution.

          “Tax” and “Taxes” means any net income, gross income, gross receipts, alternative or add-on minimum, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, transfer, recording, severance, stamp, occupation, premium, property, environmental, estimated, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to Tax, or additional amount, imposed by any Governmental Entity or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the United States Internal Revenue Service).

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          “Tax Disaffiliation Agreement” means that certain Tax Disaffiliation Agreement to be entered by and between FIS and LPS, as may be amended from time to time.

          “Third-Party Claim” has the meaning set forth in Section 7.3(d)(i).

          “Title 11” has the meaning set forth in Section 8.13(d).

          “Transfer Agent” means Computershare or such other Person who has been appointed as the transfer agent for LPS Common Stock.

          “Transferred Business” means the lender processing services operations of FIS as conducted on or prior to the Asset Contribution Date.

          “Transferred Employee” has the meaning set forth in Section 2.2(a).

          “Transactions” means the Asset Contribution, the Spin-off, the Debt Exchange, and the “preliminary transactions” as defined in the Tax Disaffiliation Agreement.

          “Transition License Expiration Date” has the meaning set forth in Section 6.1(a).

          “Unauthorized Access” has the meaning set forth in Section 6.6.

          SECTION 1.2. Interpretation.

     (a) For purposes of this Agreement (including all exhibits, schedules and amendments), unless the context otherwise requires, (i) all terms defined herein include the plural as well as the singular, and the masculine, feminine or neuter gender shall be deemed to include the others whenever the context so requires, (ii) all accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAP, and (iii) references to any Person include successors of such Person by consolidation and merger and transferees of all or substantially all its assets (provided that such successor has duly assumed in writing all such Person’s obligations, if any, hereunder).

     (b) Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” and words of like import refer to this Agreement, unless the context requires otherwise.

     (c) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

     (d) References herein to any agreement or other instrument shall, unless the context otherwise requires (or the definition thereof otherwise specifies), be deemed references to the same as it may from time to time be changed, amended or extended in accordance with its terms.

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     (e) Any reference in this Agreement to a “member” of a Group means the applicable Party to this Agreement or another Person referred to in the definition of FIS Group or LPS Group, as applicable.

     (f) All references in this Agreement to times of day shall be to the city of Jacksonville, Florida time.

ARTICLE II

THE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE

          SECTION 2.1. Asset Contribution, Assumption of Liabilities and Delivery of Shares and Notes. Upon the terms and subject to the conditions of this Agreement:

     (a) On the Asset Contribution Date, FIS shall transfer to LPS all right, title and interest of FIS in and to all of the Subject Securities and all right, title and interest of FIS in and to the Other Assets, in exchange for (i) that number of shares of LPS Common Stock (the “LPS Shares”) as shall be determined in accordance with the formula set forth in the Spin-off Declaration, to be issued and delivered to FIS on or prior to the Distribution Date, (ii) one or more senior notes, designated as Term A Notes and Term B Notes, together with certain other bond indebtedness (collectively, the “LPS Notes”), all issued by LPS to and in favor of FIS in the aggregate original principal amount of not less than $1.6 billion, in the form of and containing the terms set forth in Exhibit A (the form of the LPS Term A Notes), Exhibit B (the form of the LPS Term B Notes, and Exhibit C (the form of the LPS bond indebtedness), all to be delivered to FIS on or prior to the Distribution Date, and (iii) the assumption by LPS of the Assumed Liabilities, as evidenced by the Assumption Agreement, to be effective on the Asset Contribution Date; and

     (b) LPS shall (i) issue and deliver the LPS Shares and the LPS Notes to FIS on or prior to the Distribution Date, and (ii) assume and agree to pay, honor and discharge when due all of the Assumed Liabilities in accordance with their respective terms pursuant to the Assumption Agreement, effective on the Asset Contribution Date, all in exchange for the Transferred Business, including the Subject Securities and the Other Assets.

          SECTION 2.2. Asset Contribution Deliverables; Distribution Date Deliverables.

     (a) On the Asset Contribution Date at the time of the Asset Contribution:

     (i) FIS shall deliver to LPS (x) certificates representing the respective Subject Securities, together with duly executed transfer forms including all such deeds, instruments, stock powers, transfer stamps or other documents as may be necessary to transfer full legal and beneficial ownership of such Subject Securities to LPS, and (y) all books and records of each of the Subject Companies, together

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with all material documents and materials relating solely to the Subject Companies, the Other Assets and the Transferred Business;

     (ii) FIS shall execute and deliver to LPS a bill of sale and such other deeds, instruments or other documents (each in substance and form reasonably satisfactory to LPS) as may be necessary to transfer full legal and beneficial title to the Other Assets to LPS, and any cash that is a part of the Other Assets shall be paid by wire transfer of immediately available funds to an account designated by LPS to FIS in writing no later than two Business Days before the Asset Contribution Date;

     (iii) LPS and FIS shall execute and deliver the Assumption Agreement and the Employee Matters Agreement; and

     (iv) All FIS employees whose functions or responsibilities primarily relate to the Transferred Business who is an employee of LPS or any member of the LPS Group on the day immediately following the Asset Contribution Date and who is not also an employee of FIS or any member of the FIS Group on such day (each such employee being a “Transferred Employee”) shall be transferred to LPS and thereafter, such employees shall be employees of LPS;

     (v) LPS or the applicable member of the LPS Group shall assume the obligations of FIS or any member of the FIS Group under all individual employment, termination, retention, severance or other similar contracts or agreements with each Transferred Employee and all of the obligations as the employer under such contracts and agreements. Schedule 2.2(a) sets forth a list of the individual employment, termination, retention, severance and similar contracts and agreements to be assumed by LPS or the applicable member of the LPS Group.

     (b) On or before the Distribution Date immediately prior to the Spin-off:

     (i) LPS shall issue and deliver to FIS the LPS Shares;

     (ii) LPS shall issue and deliver to FIS the LPS Notes; and

     (iii) LPS and FIS shall execute and deliver the Tax Disaffiliation Agreement, as well as all other Related Party Agreements or amendments thereto, to be effective as of the Distribution Date.

          SECTION 2.3. Spin-off.

     (a) Pursuant to the approval of the Spin-off by the board of directors of FIS and its declaration of the Spin-off dividend (the “Spin-off Declaration”), immediately following the Asset Contribution but before the Distribution Date, FIS shall deliver to the Transfer Agent certificates representing the shares of LPS Common Stock to be delivered to the holders of FIS common stock entitled thereto in connection with the Spin-off, and the Transfer Agent shall thereafter distribute on the Distribution Date to each holder

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(other than FIS or any FIS Subsidiary) of record of common stock of FIS, as of the close of business on the Record Date, such number of shares of LPS Common Stock as shall be determined in accordance with the formula set forth in the Spin-off Declaration.

     (b) LPS agrees to take any and all actions and enter into any and all agreements and arrangements reasonably requested by FIS to facilitate the Spin-off (no matter the form of the Spin-off), including with respect to the matters set forth in Article V of this Agreement, and to cooperate with FIS in connection with the Spin-off. LPS shall use its reasonable best efforts to cause its Representatives to cooperate with FIS in connection with the Spin-off, including making LPS executives available for any presentations, and causing comfort letters and disclosure letters required by FIS to be provided in connection therewith and shall take all actions necessary or desirable to cause such documents to be in customary form.

     (c) No certificates representing fractional shares of LPS Common Stock will be distributed in the Spin-off. As soon as practicable after the consummation of the Spin-off, LPS shall direct the Transfer Agent to determine the number of whole shares and fractional             shares of LPS Common Stock allocable to each holder of record or beneficial owner of FIS Common Stock otherwise entitled to fractional shares of LPS Common Stock, to aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, in each case at then prevailing trading prices, and to cause to be distributed to each such holder or for the benefit of each such beneficial owner to which a fractional share shall be allocable such holder or owner’s ratable share of the proceeds of such sale, after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes and to repay expenses reasonably incurred by the Transfer Agent, including all brokerage charges, commissions and transfer taxes, in connection with such sale. LPS and the Transfer Agent shall use their commercially reasonable efforts to aggregate the shares of LPS Common Stock that may be held by any beneficial owner thereof through more than one account in determining the fractional share allocable to such beneficial owner.

          SECTION 2.4. Debt Exchange. Concurrently with the Spin-off, LPS shall issue to FIS the LPS Notes. The LPS Notes will be issued under appropriate agreements and instruments to which LPS shall become a party prior to its issuance of the LPS Notes. The Parties acknowledge and agree that concurrently with or after the Spin-off, FIS intends to exchange all of the LPS Notes for its existing Tranche B Term Loan indebtedness issued under the FIS 2007 Credit Agreement. The holders of the Tranche B Term Loan indebtedness intend to syndicate the obligations of LPS under the various credit facilities and with various groups of lenders and debtholders. LPS agrees, and agrees to cause the LPS Subsidiaries to, execute and deliver to FIS or any other person such further documents, agreements and instruments, and take such further action, as FIS may at any time reasonably request in order to consummate and make effective, in the most expeditious manner practicable, the Debt Exchange and such subsequent syndication, as contemplated by this Section 2.4.

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ARTICLE III

NO REPRESENTATIONS AND WARRANTIES

          SECTION 3.1. No Representations and Warranties. LPS (on behalf of itself and each member of the LPS Group) acknowledges and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, (a) neither FIS nor any member of the FIS Group is making any representations or warranties, express or implied, in this Agreement, any Ancillary Agreement or any other agreement contemplated hereby or thereby, as to the Transferred Business, including without limitation as to the title to such entities’ shares or other ownership interests or as to the assets, liabilities, business or financial condition of such entities (including the Subject Companies and the Other Assets), all such transfers being made on an “as-is, where-is” basis and (b) LPS and its Affiliates will bear the economic and legal risks that any conveyance will prove to be sufficient to vest in them good and marketable title, free and clear of any security interest, pledge, lien, charge, claim or other encumbrance of any nature whatsoever and that any consents or approvals, and that any requirements of laws or judgments, with respect to the transfer of the Transferred Business, have been received or met.

          SECTION 3.2. No Warranty Regarding Transition and License. Without limiting the generality of Section 3.1, except as may be expressly set forth in Article VI, all licenses granted pursuant to Articles VI are “as is”, and neither Party (nor any Person within the FIS Group or the LPS Group), nor any of their respective officers, directors employees or agents makes any representation or warranty (except as may be expressly set forth in Article VI) with respect to FIS Marks or the licenses granted or made pursuant to Articles VI, including any representation as to: (i) a Party’s right to grant licenses, (ii) the scope of rights in the FIS Marks for any specific goods or services, or (iii) the title to any such FIS Marks or the absence of any third party infringement of any such FIS Marks. FIS does not undertake any commitment to maintain or defend the FIS Marks.

ARTICLE IV

ACCESS TO INFORMATION AND RECORDS

          SECTION 4.1. Access to Information.

     (a) Information Access Available. The Parties intend that effective upon the Asset Contribution, all books and records, documents, agreements, data, files and other materials, whether written or electronically stored (as applicable to each Party, its “Records”), relating to the Subject Companies or the Other Assets, or arising out of or in connection with the operation of the Transferred Business, shall be delivered by FIS to LPS. To the extent that (i) Records owned or in the possession of one Party (in such capacity, the “Providing Party”) created prior to the Distribution Date also include therein (imbedded, as a part of or as a separate segment) information relating to the other Party (in such capacity, the “Requesting Party”) or relating to the Requesting Party’s business, assets, liabilities or operations, then during the Retention Period (as defined in Section 4.3), the Providing Party will provide to the Requesting Party, and will cause its

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respective Group members and Representatives to provide to the Requesting Party, upon reasonable advance written request and otherwise in accordance with the requirements of this Section 4.1, reasonable access during normal business hours and at the expense of the Requesting Party to all such Records owned or in the possession of the Providing Party and its Subsidiaries, if such access is reasonably required by the Requesting Party in connection with the Requesting Party’s financial reporting and accounting matters, the preparation of and filing of any tax returns or the defense of any tax claim or assessment, the prosecution or defense of any litigation or other dispute with third parties, the preparation and filing of reports and other materials with any Governmental Entity or any other bona fide purpose, provided that such access does not unreasonably disrupt the normal operations of the Providing Party or any of its Subsidiaries. Subject to the confidentiality provisions set forth in Section 4.2 and any other security obligations as the Providing Party may reasonably deem necessary, the Requesting Party may have all requested information duplicated at the Requesting Party’s expense. Alternatively, the Providing Party may choose to deliver, at the Requesting Party’s expense, all requested information to the Requesting Party in the form requested by the Requesting Party. The Providing Party will notify the Requesting Party in writing at the time of delivery if such information is to be returned to the Providing Party. In such case, the Requesting Party will return such information when no longer needed to the Providing Party at the Requesting Party’s expense. In connection with providing information pursuant to this Section 4.1, the Providing Party hereto will, upon the request of the Requesting Party and upon reasonable advance notice, make available during normal business hours its respective employees (and those employees of its respective Group members and Representatives, as applicable) to the extent that they are reasonably necessary to and explain all requested information with and to the Requesting Party, provided that such access does not unreasonably disrupt the normal operations of the Providing Party or any of its Subsidiaries. Each Providing Party shall be entitled to reimbursement from the Requesting Party, upon the presentation of invoices therefor, for all reasonable out-of-pocket costs and expenses (excluding allocated compensation and overhead expenses) as may be reasonably incurred in providing information pursuant to this Section 4.1(a).

     (b) Access for FIS Public Filings. Without limiting the generality of the provisions of Section 4.1(a), LPS agrees to cooperate fully, and cause LPS’s auditors to cooperate fully, with FIS to the extent requested by FIS in the preparation of FIS’s press releases, Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by FIS with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “FIS Public Filings”). LPS agrees to provide to FIS all information that FIS reasonably requests in connection with any FIS Public Filings or that, in the judgment of FIS, is required to be disclosed or incorporated by reference therein under any law, rule or regulation. LPS will provide such information in a timely manner on the dates reasonably requested by FIS (which may be earlier than the dates on which LPS otherwise would be required hereunder to have such information available) to enable FIS to prepare, print and release all FIS Public Filings on such dates as FIS will reasonably determine but in no event later than as required by applicable law. LPS will use its commercially reasonable efforts to cause LPS’s auditors to consent to any

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reference to them as experts in any FIS Public Filings required under any law, rule or regulation. LPS will authorize its auditors to make available to FIS and its auditors both the personnel who performed, or are performing, the annual audit of LPS and work papers related to the annual audit of LPS, in all cases within a reasonable time prior to the opinion date of FIS’s auditors, so that such auditors are able to perform the procedures they consider necessary within sufficient time to enable FIS to meet a reasonable timetable for the release of the related audited financial statements. If and to the extent requested by FIS, LPS will diligently and promptly review all drafts of such FIS Public Filings and prepare in a diligent and timely fashion any portion of such FIS Public Filing pertaining to LPS. Prior to any printing or public release of any FIS Public Filing, an appropriate executive officer of LPS will, if requested by FIS, certify on behalf of LPS that the information relating to LPS or any LPS Subsidiary or the Transferred Business in such FIS Public Filing is accurate, true, complete and correct in all material respects. Prior to the release or filing thereof, FIS will provide LPS with a draft of any portion of an FIS Public Filing containing information relating to LPS or any LPS Subsidiary and will give LPS an opportunity to review such information and comment thereon; provided that FIS will determine in its sole and absolute discretion the final form and content of all FIS Public Filings.

     (c) Access for LPS Public Filings. Without limiting the generality of the provisions of Section 4.1(a), FIS agrees to cooperate fully, and cause FIS’s auditors to cooperate fully, with LPS to the extent requested by LPS in the preparation of LPS’s press releases, Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by LPS with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “LPS Public Filings”). FIS agrees to provide to LPS all information that LPS reasonably requests in connection with any LPS Public Filings or that, in the judgment of LPS, is required to be disclosed or incorporated by reference therein under any law, rule or regulation. FIS will provide such information in a timely manner on the dates reasonably requested by LPS (which may be earlier than the dates on which FIS otherwise would be required hereunder to have such information available) to enable LPS to prepare, print and release all LPS Public Filings on such dates as LPS will reasonably determine but in no event later than as required by applicable law. FIS will use its commercially reasonable efforts to cause FIS’s auditors to consent to any reference to them as experts in any LPS Public Filings required under any law, rule or regulation. FIS will authorize its auditors to make available to LPS and its auditors both the personnel who performed, or are performing, the annual audit of FIS and work papers related to the annual audit of FIS, in all cases within a reasonable time prior to the opinion date of LPS’s auditors, so that such auditors are able to perform the procedures they consider necessary within sufficient time to enable LPS to meet a reasonable timetable for the release of the related audited financial statements. If and to the extent requested by LPS, FIS will diligently and promptly review all drafts of such LPS Public Filings and prepare in a diligent and timely fashion any portion of such LPS Public Filing pertaining to FIS. Prior to any printing or public release of any LPS Public Filing, an appropriate executive officer of FIS will, if requested by LPS, certify on behalf of FIS that the information relating to FIS or any FIS Subsidiary in such LPS Public Filing is

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accurate, true, complete and correct in all material respects. Prior to the release or filing thereof, LPS will provide FIS with a draft of any portion of an LPS Public Filing containing information relating to FIS or any FIS Subsidiary and will give FIS an opportunity to review such information and comment thereon; provided that LPS will determine in its sole and absolute discretion the final form and content of all LPS Public Filings.

          SECTION 4.2. Restrictions on Disclosure of Information.

     (a) Generally. Without limiting any rights or obligations under any other existing or future agreement between the Parties and/or any other members of their respective Groups relating to confidentiality, until the third anniversary of the Distribution Date, each Party will, and each Party will cause its respective Group members and its Representatives to, hold in confidence, with at least the same degree of care that applies to FIS’s confidential and proprietary information pursuant to its confidentiality policies in effect as of the Asset Contribution Date, all confidential and proprietary information concerning the other Group that is either in its possession as of the Distribution Date or furnished by the other Group or its respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, each Party, its respective Group members and its Representatives may disclose such information to the extent that such Party can demonstrate that such information is or was (i) in the public domain other than by the breach of this Agreement or by breach of any other agreement between or among the Parties and/or any of their respective Group members relating to confidentiality, or (ii) lawfully acquired from a third Person on a non-confidential basis or independently developed by, or on behalf of, such Party by Persons who do not have access to any such information. Each Party will maintain, and will cause its respective Group members and Representatives to maintain, policies and procedures, and develop such further policies and procedures as will from time to time become necessary or appropriate, to ensure compliance with this Section 4.2.

     (b) Disclosure of Third Person Information. Each Party acknowledges that it and other members of its Group may have in its or their possession confidential or proprietary information of third Persons that was received under a confidentiality or non-disclosure agreement between such third Person and the other Party. Each Party will, and will cause its respective Group members and its Representatives to, hold in strict confidence the confidential and proprietary information of third Persons to which any member of such Party’s Group has access, in accordance with the terms of any agreements entered into between such third Person and the other Party or a member of the other Party’s Group.

     (c) Legally Required Disclosure of Information. If either Party or any of its respective Group members or Representatives becomes legally required to disclose any information (the “Disclosing Party”) that it is otherwise obligated to hold in strict confidence pursuant to Sections 4.2(a) or 4.2(b), such Party will promptly notify the other Party (the “Owning Party”) and will use all commercially reasonable efforts to cooperate with the Owning Party so that the Owning Party may seek a protective order or other

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appropriate remedy and/or waive compliance with this Section 4.2. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Owning Party. If such protective order or other remedy is not obtained, or if the Owning Party waives compliance with this Section 4.2, the Disclosing Party will (a) disclose only that portion of the information which its legal counsel advises it is compelled to disclose or otherwise stand liable for contempt or suffer other similar significant corporate censure or penalty, (b) use all commercially reasonable efforts to obtain reliable assurance requested by the Owning Party that confidential treatment will be accorded such information, and (c) promptly provide the Owning Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed.

          SECTION 4.3. Record Retention. LPS will, and will cause each LPS Subsidiary to, adopt and comply with a record retention policy with respect to information owned by or in the possession of LPS or any LPS Subsidiary and which is created prior to the Asset Contribution Date. FIS will, and FIS will cause each of its Subsidiaries to, comply with the FIS record retention policy with respect to information owned by or in the possession of FIS or any FIS Subsidiary and which is created prior to the Asset Contribution Date. Each Party will, at its sole cost and expense, preserve and retain all information in its respective possession or control that the other Party has the right to access pursuant to Section 4.1, or that it is otherwise required to preserve and retain, for such period as is required in accordance with such record retention policy or for any longer period as may be required by (a) any Government Entity, (b) as a result of or otherwise relating to any litigation matter, (c) applicable law, or (d) any agreement relating hereto or executed in connection with the Agreement (as applicable, the “Retention Period”). If either Party wishes to dispose of any information which it is obligated to retain under this Section 4.3 prior to the expiration of the Retention Period, then that Party will first provide 45 days’ written notice to the other Party, and the other Party will have the right, at its option and expense, upon prior written notice within such 45-day period, to take possession of such information within 90 days after the date of the notice provided by the disposing Party pursuant to this Section 4.3. Written notice of intent to dispose of such information will include a description of the information in detail sufficient to allow the other Party to reasonably assess its potential need to retain such materials.

          SECTION 4.4. Production of Witnesses. Each Party will use commercially reasonable efforts, and will cause each of its respective Subsidiaries to use commercially reasonable efforts, to make available to each other, upon written request, its past and present Representatives as witnesses to the extent that any such Representatives may reasonably be required in connection with any legal, administrative or other proceedings in which the requesting Party may from time to time be involved. Each Party providing access to witnesses or information to the other Party pursuant to this Section 4.4 will be entitled to receive from the receiving Party, upon the presentation of invoices therefor, payment for all reasonable, out-of-pocket costs and expenses (excluding allocated compensation and overhead expenses) as may be reasonably incurred in providing such witnesses or information.

          SECTION 4.5. Other Agreements Regarding Access to Information. The rights and obligations of the Parties under this Article IV are subject to any specific limitations,

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qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in this Agreement or any Ancillary Agreement.

ARTICLE V
ADDITIONAL AGREEMENTS

          SECTION 5.1. Performance. FIS will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the FIS Group. LPS will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the LPS Group. Each Party further agrees that it will cause its other Group members not to take any action or fail to take any action inconsistent with such Party’s obligations under this Agreement or any Ancillary Agreement.

          SECTION 5.2. Insurance Matters.

     (a) Interim Coverage from FNF for the period prior to November 9, 2006. Until November 9, 2012, FIS shall use its reasonable best efforts to (i) cause FNF to maintain all policies of insurance in effect on the Distribution Date relating to directors and officers liability coverage for FIS, its Subsidiaries (including LPS and its Subsidiaries as of the Distribution Date) and their respective directors and officers for the period prior to November 9, 2006 (the “FNF Policy”), and (ii) if applicable, assist LPS and its Subsidiaries and their respective directors and officers in the making claims under the FNF Policy.

     (b) Interim Coverage for the period after November 9, 2006 and prior to the Distribution Date. FIS agrees that:

     (i) until June 30, 2014, it shall use its reasonable best efforts to (x) maintain all policies of insurance it has in effect on the Distribution Date relating to directors and officers liability coverage for FIS, its Subsidiaries (including LPS and its Subsidiaries as of the Distribution Date) and their respective directors and officers (including any director or officer of LPS or any subsidiary of LPS acting in his or her capacity as such) generally for the period commencing November 9, 2006 until the Distribution Date (the “D&O Tail Policy”), and (y) enable LPS and its Subsidiaries and, to the extent applicable, their respective directors and officers, to benefit from the coverage thereunder, and

     (ii) until June 30, 2011, it shall use its reasonable best efforts to (x) maintain all policies of insurance it has in effect on the Distribution Date relating to fiduciary liability and employment practices liability coverage for FIS, its Subsidiaries (including LPS and its Subsidiaries as of the Distribution Date) and their respective directors and officers (including any director or officer of LPS or any subsidiary of LPS acting in his or her capacity as such) generally for

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the period commencing November 9, 2006 until the Distribution Date (the “Fiduciary and EP Tail Policy”; and together with the D&O Policy, collectively, the “FIS Policies”), and (ii) enable LPS and its Subsidiaries and, to the extent applicable, their respective directors and officers, to benefit from the coverage thereunder.

Until June 30, 2014 in the case of the FIS D&O Policy, and until June 30, 2011 in the case of the Fiduciary and EP Policy, FIS shall use its reasonable best efforts to cause the FIS Policies to (i) continue to provide coverage substantially the same as that provided under the policy as in effect on the Distribution Date (the “Existing Insurance”), (ii) be issued by an insurer that has a claims-paying rating at least equal to that of the issuer of the Existing Insurance, and (iii) be on terms and subject to conditions that are no less advantageous to LPS than the Existing Insurance to the extent commercially available. Prior to June 30, 2014 in the case of the FIS D&O Policy, and prior to June 30, 2011 in the case of the Fiduciary and EP Policy, FIS shall not (x) terminate or materially change the terms of such FIS Policy without LPS’s prior written consent (which shall not be unreasonably withheld), or (y) take any action that would disadvantage the ability of LPS, its Subsidiaries or their respective directors and officers to recover under the FIS Policies, as compared to other persons who benefit from coverage including FIS’s directors, officers and employees.

     (c) Payments and Reimbursements.

     (i) LPS will promptly pay or reimburse FIS for (i) LPS’s pro rata shares of the amounts paid by FIS to FNF with respect to the coverage provided by the FNF Policy, allocated by FIS to LPS in accordance with FIS’s customary allocation methodology (or such other method as shall be agreed by the Parties), and (ii) FIS’s premiums and other costs and expenses associated with the coverage provided by the FIS Policies that are allocable by FIS to LPS and its Subsidiaries in accordance with FIS’s customary allocation methodology (or such other method as shall be agreed by the Parties). All payments and reimbursements by LPS pursuant to this Section 5.2 will be made promptly but in any event within 30 days after LPS’s receipt of an invoice therefor from FIS.

     (ii) If it appears possible that pending or potential claims by FIS or by its Subsidiaries, or their respective directors, officers or employees, or by any other person, would exceed the limits of the applicable FIS Policy, the Parties shall negotiate in good faith a fair allocation of such limits or other appropriate resolution, consistent with the customary allocation methodology utilized by FIS with respect to the premiums, costs and expenses (or such other method as shall be agreed by the Parties). Similarly, if it appears possible that one or more individual claims involving both of FIS and LPS, or their respective Subsidiaries, or their respective directors, officers or employees, would apply against a single deductible, the Parties shall negotiate in good faith a fair allocation of such deductible, consistent with the customary allocation methodology utilized by FIS with respect to the premiums, costs and expenses (or such other method as shall be agreed by the Parties).

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     (d) Review of Policies. LPS, its Subsidiaries and each of their directors and officers may review such policies upon request. FIS agrees to cooperate with and assist LPS in LPS’ efforts to obtain directors’, officers’ and other insurance coverage after the termination of coverage under FIS’s policies.

     (e) Historical Loss Data. FIS will also provide LPS with access, upon written request, to historical insurance loss information relating to the Transferred Business and any other information relating to FIS’s historic insurance program with respect to the Transferred Business. Any such information provided to LPS pursuant to this provision will also be subject to the provisions of Section 4.2.

          SECTION 5.3. Reasonable Best Efforts. Upon the terms and subject to the conditions and other agreements set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

          SECTION 5.4. Public Announcements. LPS and FIS shall consult with each other before issuing, and provide each other with the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange (in which case the Party subject to such obligations shall advise the other Party of such requirement).

          SECTION 5.5. Related Party Agreements.

     (a) LPS and FIS shall, and shall cause their respective Subsidiaries (as applicable) to enter into the agreements listed on Schedule 5.5 (the “Related Party Agreements”), which shall be effective at or prior to the Spin-off.

     (b) At or prior to the Spin-off, LPS and FIS shall enter into the Tax Disaffiliation Agreement and the Employee Matters Agreement.

          SECTION 5.6. Intercompany Debt. At or prior to the Spin-off, FIS and LPS shall repay any outstanding principal and interest owing under any intercompany obligations.

          SECTION 5.7. Tax Matters. As a condition to FIS’s obligation to effect the Spin-off and Debt Exchange, FIS shall have received an opinion of its special tax adviser, Deloitte Tax LLP, in substance and form reasonably satisfactory to FIS, dated as of the Distribution Date, to the effect that, taking into account any private letter ruling the Internal Revenue Service issues FIS regarding the Asset Contribution in exchange for LPS Shares and LPS Notes and the assumption by LPS of the Assumed Liabilities, the Debt Exchange and the Spin-off that is in full force and effect as of the Distribution Date: (i) the Asset Contribution in exchange for LPS Shares and LPS Notes and the assumption by LPS of the Assumed Liabilities will qualify as a reorganization within the meaning of Section 368(a) of the Code (taking into account the Spin-off) in which no gain or loss is recognized either to FIS or to LPS; (ii) the Spin-

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off will qualify as a transaction in which no gain or loss is recognized either to FIS or to its stockholders in accordance with Section 355 and related provisions of the Code (including section 361(c) of the Code); and (iii) the Debt Exchange will qualify under section 361 of the Code as a transaction in which no gain or loss is recognized to FIS.

ARTICLE VI
TRANSITION LICENSE OF CERTAIN INTELLECTUAL PROPERTY

          SECTION 6.1. Grant of Transition License for Use of Certain FIS Marks.

     (a) Grant of License. Subject to the terms, conditions and limitations contained herein, FIS on its own behalf and on behalf of all of its Subsidiaries, hereby grants to LPS and its Subsidiaries a non-exclusive, worldwide, revocable, royalty-free license, to use, display and reproduce (i) the name “Fidelity National Information Services” and (ii) FIS’s logos and service marks (collectively, the “FIS Marks”), effective until the first anniversary of the Distribution Date (such first anniversary date being the “Transition License Expiration Date”) and otherwise terminable as provided in Section 6.5.

     (b) License Restrictions and Limitations. The Parties acknowledge that the purpose of the license granted pursuant to this Section 6.1 is intended only to permit LPS’s use of the FIS Marks during the transition period immediately after the consummation of the Asset Contribution and the Spin-off, so that LPS can undertake an orderly changeover from use of the FIS Marks to use of marks, logos and other intellectual property owned by LPS (or by Persons other than FIS). As a result, until the Transition License Expiration Date, LPS’s use of the FIS Marks is limited to incidental, non-substantive use, such as use by LPS of previously-available corporate materials, stationary, bags, umbrellas, shirts and other corporate memorabilia and paraphernalia bearing the “Fidelity National Information Services” name and/or its logos and service marks or the names, logos and service marks of members of the FIS Group. In no event shall (i) LPS create, reproduce or arrange for the creation or reproduction of any of the FIS Marks, or (ii) LPS use the FIS Marks in any advertising or marketing materials. LPS shall use its commercially reasonable efforts to terminate its use of the FIS Marks as soon as reasonably possible, provided that LPS shall not be obligated to expend monies to revise or reprint corporate incidentals that bear any of the FIS Marks, such as corporate shirts, coasters, bags, etc.

     (c) Quality Control. (i) LPS and each sublicensee of an FIS Mark hereunder shall assure that the nature and quality of products and services that use any of the FIS Marks will meet or exceed all applicable governmental and regulatory standards and requirements and initially shall be of a high quality consistent with the quality of the products and services of FIS prior to the Asset Contribution Date. FIS may from time to time request, and LPS agrees to reasonably provide, samples of materials and other information regarding LPS’s use of the FIS Marks, which samples shall be used only for the purpose of verifying LPS’s compliance with quality control. The Parties shall mutually agree upon other guidelines for reasonable usage of the FIS Marks by LPS and

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LPS shall comply therewith. All goodwill arising from its use of the FIS Marks shall inure solely to the benefit of FIS, and neither before nor after the Transition License Expiration Date shall LPS or any sublicensee assert any claim to such goodwill. Additionally, LPS, for itself and for each of its sublicensees, agrees not to take any action that would be detrimental to the goodwill associated with the FIS Marks. If FIS shall give written notice to LPS of its material failure (or the material failure of any of its sublicensees) to maintain or observe the requisite quality controls set forth above and if, within sixty (60) days of LPS’s receipt of such notice, (i) the failure has not been cured or (ii) a reasonable plan of cure has not been presented by LPS to FIS, and LPS (or sublicensee) has not begun to implement such plan, then FIS may suspend all rights for use of the FIS Marks by LPS or sublicensee until such time as such failure is cured. If a plan of cure is implemented and has not resulted in a cure within six (6) months of notice of material failure, the license of the FIS Marks to such user shall terminate. If a license is so terminated, LPS may not issue a new sublicense for any FIS Mark to such sublicensee without prior written consent of FIS.

     (d) Sublicense Limitations. The license granted by FIS to LPS pursuant to this Article VI is subject to the right of sublicense (without further consent from FIS) in accordance with the following limitations:

     (i) Sublicenses may be granted hereunder by LPS solely to members of the LPS Group, effective upon written notice to FIS, which notice discloses the name and address of the sublicensee. Notwithstanding the forgoing, LPS shall not grant sublicenses, directly or indirectly, of the FIS Marks to a Competitor of FIS or any FIS Subsidiary.

     (ii) In the event that LPS sublicenses to a sublicensee, LPS agrees to impose on each of its sublicensees obligations to comply with the terms of this Article VI, including without limitation, obligations regarding confidentiality and shall not permit any sublicensee to grant further sublicenses without the prior written approval of FIS.

     (iii) LPS (A) shall be and remain liable to FIS for each sublicensee and any breach of the terms of the applicable sublicense and the terms of this Article VI and (B) shall use its commercially reasonable best efforts to minimize any damage (current and prospective) done to FIS as a result of any such breach.

     (e) Inconsistency with Related Party Agreements. In the event of a conflict or inconsistency between the terms of this Article VI and any other Related Party Agreement concerning or implicating the licensing of the FIS Marks, the terms of this Article VI will govern.

          SECTION 6.2. Alterations and Variations. LPS shall not remove, obscure or materially vary (or permit its sublicensees to remove, obscure or materially vary) any of the FIS Marks.

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          SECTION 6.3. Ownership. For clarification purposes, all FIS Marks shall at all times be exclusively owned, as between the Parties, by FIS, and the entities within the LPS Group shall have no rights, title or interest therein, other than the rights set forth in this Article VI. Nothing contained herein shall preclude or limit FIS’s ability to sell or otherwise encumber, or cause to sell or be encumbered, any of the FIS Marks, subject, however, to the license granted hereunder.

          SECTION 6.4. Enforcement; Infringement. Each Party will notify the other Party promptly of any acts of infringement or unfair competition with respect to any of the FIS Marks of which a Party or any sublicensee of that Party becomes aware or obtains actual knowledge alleging in writing that the FIS Marks or its use infringes the rights of a third party or constitutes unfair competition. In such event, the Parties will cooperate and cause their applicable sublicensees to cooperate, at each Party’s own expense, with the other Party to defend or prosecute the claim. All costs and expenses of defending or prosecuting any such action or proceeding, together with any recovery therefrom, will be borne by and accrue to the applicable Party or sublicensee that is party to the action or proceeding.

          SECTION 6.5. Termination Prior to the Transition License Expiration Date.

     (a) Termination as a result of Disaffiliation. In the event of a Change of Control of LPS, the license granted pursuant to Section 6.1 shall terminate, subject to the transition period described in Section 6.5(c). If a member of the LPS Group ceases to be a member of the LPS Group, then (x) all sublicenses from LPS to such member granted pursuant to LPS’s rights under this Article VI shall terminate, subject to the transition period described in Section 6.5(c).

     (b) Termination for Insolvency. In the event that:

     (i) LPS or, if applicable, an LPS Subsidiary to which a sublicense hereunder has been granted, shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or

     (ii) LPS or, if applicable, an LPS Subsidiary to which a sublicense hereunder has been granted, shall (1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property or assets, (2) make a general assignment for the benefit of its creditors, (3) commence a voluntary case under the Bankruptcy Code, (4) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding up, or composition or readjustment of debts, (5) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or (6) take any corporate, partnership or other action for the purpose of effecting any of the foregoing; or

     (iii) a proceeding or case shall be commenced, without the application or consent of LPS or, if applicable, an LPS subsidiary to which a sublicense

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hereunder has been granted, in any court of competent jurisdiction, seeking (1) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its debts under the Bankruptcy Code, (2) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of such Party, or, if applicable, of such subsidiary, or of all or any substantial part of its property or assets under the Bankruptcy Code or (3) similar relief in respect of such Party or, if applicable, such subsidiary under any law relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) days or more days; or

     (iv) an order for relief against LPS shall be entered in an involuntary case under the Bankruptcy Code, which shall continue in effect for a period of sixty (60) days or more;

then FIS may, by giving notice thereof to LPS, terminate the license granted under this Article VI, and such termination shall become effective as of the date specified in such termination notice; provided that where the conditions of this Section 6.5 are met only as to an LPS Subsidiary to which a sublicense hereunder has been granted, then FIS’s rights of termination are limited only to such LPS Subsidiary.

     (c) Transition Upon Termination. Upon any termination or expiration of any licenses or sublicenses for the FIS Marks granted under this Article VI, LPS shall, and shall cause its applicable sublicensees to, promptly cease all use of the applicable FIS Marks; provided that in the event of a Change of Control of LPS, then (i) LPS shall promptly provide to FIS written notice of the Change of Control, and (ii) whether or not such notice is so provided by LPS, FIS may, by written notice to LPS, terminate all licenses and sublicenses of FIS Marks hereunder, with such termination to be effective at the end of a transition period of three (3) months from the date of such notice (but not later than the Transition License Expiration Date), and upon such termination, LPS shall have ceased and shall have caused its sublicensees to cease, all use of the applicable FIS Marks.

     (d) Abandonment. If FIS or a transferee intends to abandon all use of all marks containing the word “Fidelity National Information Services”, FIS or such transferee shall provide written notice to LPS of its intention to abandon such marks and LPS will have a right to make an offer for the assignment of such marks and FIS will negotiate in good faith, solely with LPS, for the subsequent thirty (30) days, to conclude a mutually satisfactory transaction with respect to such assignment. If, at any time after providing such notice of its intention to abandon such marks, FIS or a transferee proposes to assign such marks, or any significant subset thereof, to a Person not affiliated with FIS or such transferee, LPS shall be extended a right of first refusal to acquire any transferable rights that FIS may have in such marks, which right shall be for a thirty (30) day period from the date of receipt of written notice of such proposal to assign such marks. If prior to expiration of the 30 day period, LPS has not provided written notice to

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FIS of its agreement to exercise such right, FIS or a transferee may offer or assign such Marks to any other Person.

     (e) Transition License Survival. The terms of Sections 3.2, 6.3, 6.5, 6.6, 7.5, and Article VIII shall survive expiration or termination of this Article VI or any licenses or sublicenses granted under this Article VI.

          SECTION 6.6. Unauthorized Use. LPS shall and shall cause its sublicensees to: (1) notify FIS promptly of any unauthorized possession, use, or knowledge (collectively, “Unauthorized Access”) of any of the FIS Marks by any Person which shall become known to LPS, (2) promptly furnish to FIS full details of the Unauthorized Access and use reasonable efforts to assist FIS in investigating or preventing the reoccurrence of any Unauthorized Access, (3) cooperate with FIS in any litigation and investigation against third parties deemed necessary by FIS to protect its proprietary rights, and (4) promptly take affirmative action to prevent a reoccurrence of any such Unauthorized Access.

ARTICLE VII
INDEMNIFICATION

          SECTION 7.1. Indemnification by LPS. Without limiting the obligations of LPS under the Assumption Agreement, LPS will indemnify, defend and hold harmless FIS, each member of the FIS Group, each of their respective past, present and future Representatives, and each of their respective successors and assigns (collectively, the “FIS Indemnified Parties”) from and against any and all Indemnifiable Losses incurred or suffered by the FIS Indemnified Parties arising or resulting from the following, whether, except as set forth below, such Indemnifiable Losses arise or accrue prior to, on or following the Asset Contribution Date:

     (a) the ownership or operation of the assets or properties, or the operations or conduct, of the Transferred Business or any other business of the LPS Group, whether arising before or after the Asset Contribution Date, including without limitation any liabilities arising out of or in connection with the assets set forth on Schedule 7.1(a);

     (b) without limiting clause (a), any guarantee, indemnification obligation, surety bond or other credit support arrangement by FIS or any of its Affiliates for the benefit of LPS or any of LPS’s Affiliates or for the benefit of the Transferred Business, subject to any limitations on liability in such agreement;

     (c) any untrue statement of, or omission to state, a material fact in the FIS Public Filings to the extent it was as a result of information that LPS furnished to FIS, if such statement or omission was made or occurred after the Asset Contribution Date; and

     (d) any untrue statement of, or omission to state, a material fact in any LPS Public Filing, except to the extent the statement was made or omitted in reliance upon information provided to LPS by FIS expressly for use in any such LPS Public Filing, or information relating to and provided by any underwriter expressly for use in any registration statement or prospectus.

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          SECTION 7.2. Indemnification by FIS. FIS will indemnify, defend and hold harmless each member of the LPS Group, each of their respective past, present and future Representatives, and each of their respective successors and assigns (collectively, the “LPS Indemnified Parties”) from and against any and all Indemnifiable Losses incurred or suffered by the LPS Indemnified Parties arising or resulting from the following, whether, except as set forth below, such Indemnifiable Losses arise or accrue prior to, on or following the Asset Contribution Date:

     (a) the ownership or operation of the assets or properties, or the operations or conduct, of FIS and all other members of the FIS Group (other than the Transferred Business), whether arising before or after the Asset Contribution Date;

     (b) any guarantee, indemnification obligation, surety bond or other credit support arrangement by LPS or any of LPS’s Affiliates for the benefit of FIS or any of FIS’s Affiliates (other than the Transferred Business), subject to any limitations on liability in such agreement;

     (c) any untrue statement of, or omission to state, a material fact in the LPS Public Filings regarding the FIS Group to the extent it was as a result of information that FIS furnished to LPS or which LPS incorporated by reference from an FIS Public Filing; and

     (d) any untrue statement of, or omission to state, a material fact in any FIS Public Filing, except to the extent the statement was made or omitted in reliance upon information provided to FIS by LPS expressly for use in any such FIS Public Filing.

          SECTION 7.3. Claim Procedure.

     (a) Claim Notice. A Party that seeks indemnity under this Article VIII (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

     (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, in which case the Indemnifying Party will pay the Claimed Amount in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party

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is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Section 8.3.

     (c) Contested Claims. In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) Business Days after the receipt of the notice referenced in Section 7.3(b)(ii), the Parties will begin the process of resolving the matter in accordance with the dispute resolution provisions of Section 8.3. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such resolution.

     (d) Third Party Claims.

     (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a Person who is not a member of either Group of any claim or the commencement of any Action or Proceeding (collectively, a “Third-Party Claim”) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article VIII, the Indemnified Party will give written notification to the Indemnifying Party of the Third-Party Claim. Such notification will be given within five (5) Business Days after receipt by the Indemnified Party of notice of such Third-Party Claim, will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and will describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure. Within twenty (20) Business Days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party will control such defense.

     (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third-Party Claim, the reasonable fees and expenses of one separate counsel to all Indemnified Parties will be considered “Damages” for purposes of this Agreement. The Party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such Third-Party Claim and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading

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which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Claim.

     (iii) The Indemnifying Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that the consent of the Indemnified Party will not be required if (A) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, and (B) such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party from further liability. The Indemnified Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

          SECTION 7.4. Contribution.

     (a) Relative Fault. If the indemnification provided for in this Article VIII is unavailable to, or insufficient to hold harmless an Indemnified Party under Section 7.1(c), 7.1(d), 7.2(c) or 7.2(d) hereof in respect of any Indemnifiable Losses referred to therein, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Indemnifiable Losses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the actions which resulted in Indemnifiable Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact related to information supplied by such Indemnifying Party or Indemnified Party, and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (b) Contribution Generally. The Parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7.4(a). The amount paid or payable by an Indemnified Party as a result of the Indemnifiable Losses referred to in Section 7.4(a) shall be deemed to include, subject to the limitations set forth above, any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating any claim or defending any Action or Proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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          SECTION 7.5. Limitations.

     (a) Insurance Proceeds; Third Party Coverage. The amount of any Damages for which indemnification is provided under this Agreement will be net of any amounts actually recovered by the Indemnified Party from any third Person (including, without limitation, amounts actually recovered under insurance policies) with respect to such Damages. Any Indemnifying Party hereunder will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Damages. An insurer who would otherwise be obligated to pay any claim will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Damages, then the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus the amount received from the third Person in respect thereof, less (Y) the full amount of such indemnifiable Damages.

     (b) Other Agreements. Notwithstanding anything to the contrary in Section 7.1 or Section 7.2, (i) indemnification with respect to Taxes and with respect to Adverse Consequences from the imposition of Taxes on FIS, LPS or the FIS stockholders with respect to the Transactions shall be governed exclusively by the Tax Disaffiliation Agreement, and (ii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent indemnification is not provided in any Related Party Agreements, the terms of this Agreement shall govern.

     (c) Certain Damages Not Indemnified. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY RELATED PARTY AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS, DATA, GOODWILL OR OTHERWISE SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER, EXCEPT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM.

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     (d) Successors and Assigns. In the event that LPS or any of its successors or assigns (i) consolidates or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision will be made so that the successors and assigns of LPS assume the obligations set forth in this Article VIII. In the event that FIS or any of its successors or assigns (i) consolidates or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision will be made so that the successors and assigns of FIS assume the obligations set forth in this Article VIII.

ARTICLE VIII

GENERAL PROVISIONS

          SECTION 8.1. Governing Law. The laws of the State of Florida (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement (including, for the avoidance of doubt, those claims or disputes referenced in Section 7.3(d)) and, unless expressly provided therein, each Ancillary Agreement, and each of the exhibits and schedules hereto and thereto (whether arising in contract, tort, equity or otherwise).

          SECTION 8.2. Jurisdiction and Venue; Waiver of Jury Trial. Subject to Section 8.3, if any Dispute (as defined in Section 8.3) arises out of or in connection with this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby, except as expressly contemplated by another provision of this Agreement or such Ancillary Agreement, the Parties irrevocably (and the Parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Duval County, Florida (a “Jacksonville Court”), (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

          SECTION 8.3. Dispute Resolution.

     (a) Amicable Resolution. FIS and LPS mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Subsidiaries to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement or any Ancillary Agreements, including any amendments hereto or thereto. In furtherance thereof, in the event of any dispute or disagreement between FIS or any FIS Subsidiary, on the one hand, or LPS or any LPS Subsidiary, on the other hand, as to the interpretation of any provision of this Agreement (including, without limitation, any use of the FIS Marks) or any agreements related hereto or arising out of the transactions contemplated by this Agreement, or the performance of obligations hereunder or

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thereunder (each a “Dispute”), then unless otherwise expressly provided in such other agreement, upon written request of either Party, the matter will be referred for resolution to a steering committee established pursuant to this Section 8.3(a) (the “Steering Committee”). The Steering Committee will have two members, one of whom will be appointed by FIS and the other of whom will be appointed by LPS, and each of whom shall be a senior executive of the Party appointing the member. The Steering Committee will make a good faith effort to promptly resolve all Disputes referred to it. Steering Committee decisions will be unanimous and will be binding on FIS and LPS. If the Steering Committee does not agree to a resolution of a Dispute within fifteen (15) days after the reference of the matter to it, the Dispute will be referred to the Chief Executive Officers of FIS and LPS. If the Chief Executive Officers do not agree to a resolution of the Dispute within fifteen (15) days after the reference of the matter to them, then the Parties will be free to exercise the remedies available to them under applicable law, subject to Sections 8.3(b) and 8.3(c).

     (b) Mediation. In the event any Dispute cannot be resolved in a friendly manner as set forth in Section 8.3(a), the Parties intend that such Dispute be resolved by mediation. If the Steering Committee and the Chief Executive Officers are unable to resolve the Dispute as contemplated by Section 8.3(a), either FIS or LPS may demand mediation of the Dispute by written notice to the other in which case the Parties will select a mediator within ten (10) days after the demand. Neither Party may unreasonably withhold consent to the selection of the mediator. Each of FIS and LPS will bear its own costs of mediation but both Parties will share the costs of the mediator equally.

     (c) Arbitration. In the event that the Dispute is not resolved in a friendly manner as set forth in Section 8.3(a) or through mediation pursuant to Section 8.3(b), the latter within thirty (30) days of the submission of the Dispute to mediation, either Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 8.3(c). All Disputes submitted to arbitration pursuant to this Section 8.3(c) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. The arbitration shall be by a single qualified arbitrator (“Arbitrator”) experienced in the matters at issue, such Arbitrator to be mutually agreed upon by FIS and LPS. If the parties fail to agree on an Arbitrator within thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any Party to the dispute or difference, appoint the Arbitrator. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the Arbitrator (or any place agreed to by the Parties and the Arbitrator). Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by any Party to the Dispute in any court having jurisdiction over the subject matter or over either Party. The Parties agree that the length of time to be provided in any arbitration action to conduct discovery

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shall be limited to ninety (90) days, the length of time to conduct the arbitration hearing shall be limited to ten (10) days (with each Party having equal time) and that the Arbitrator shall be required to render his or her decision within thirty (30) days of the completion of the arbitration hearing. All costs and expenses incurred by the Arbitrator shall be shared equally by the Parties. Each Party shall bear its own costs and expenses in connection with any such arbitration proceeding. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

     (d) Non-Exclusive Remedy.

     (i) FIS and LPS acknowledge and agree that money damages would not be a sufficient remedy for any breach of this Agreement by LPS or FIS, misuse of the FIS Marks by LPS. Accordingly, nothing in this Section 8.3 will prevent either FIS or LPS from seeking injunctive or similar relief in the event (A) any delay resulting from efforts to mediate such Dispute could result in serious and irreparable injury to FIS or LPS, or any of their respective Subsidiaries, (B) of any actual or threatened breach of any provisions of this Agreement or (C) that the Dispute relates to, or involves a claim of, actual or threatened infringement of any of the FIS Marks. All actions for such injunctive or interim relief shall be brought in a court of competent jurisdiction in accordance with this Agreement. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement.

     (ii) Nothing in this Section 8.3 will prevent either FIS or LPS from immediately seeking injunctive or interim relief in the event of any actual or threatened breach of any confidentiality provisions of this Agreement. If an arbitral tribunal has not been appointed with respect to any Dispute at the time of such actual or threatened breach, then either Party may seek such injunctive or interim relief from any court with jurisdiction over the matter. If an arbitral tribunal has been appointed with respect to any Dispute at the time of such actual or threatened breach, then the Parties agree to submit to the jurisdiction of the state and federal courts of Duval County, Florida, pursuant to Section 8.2, with respect to such matter.

     (iii) Notwithstanding the provisions of this Section 8.3(d), FIS hereby agrees that until the second anniversary of the Distribution Date, FIS will not commence any action in any court of law or equity in any jurisdiction against LPS or any member of the LPS Group for improper incidental use of the FIS Marks; provided, however, that this shall not preclude FIS from commencing legal action (the form and substance of which shall be in the sole discretion of FIS) in the event that LPS or any sublicense of LPS uses any FIS Mark in any advertising, marketing or other material commercial manner.

     (e) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement or any agreements related hereto or arising out of the transactions contemplated by this Agreement, FIS and LPS are the only parties

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entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to Section 7.3, this Section 8.3 or otherwise, and each Party will cause its respective Subsidiaries not to commence any dispute resolution procedure other than through such Party as provided in this Section 8.3(e).

          SECTION 8.4. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if (i) delivered personally, (ii) sent by a nationally-recognized overnight courier (providing proof of delivery) or (iii) sent by facsimile or electronic transmission (including email), provided that receipt of such facsimile or electronic transmission is immediately confirmed by telephone, in each case to the Parties at the following addresses, facsimile numbers or email address (or as shall be specified by like notice):

(a)	if to FIS, to
	Fidelity National Information Services, Inc. 601 Riverside Avenue Jacksonville, FL 32204 Phone: (904) 854-3453 Fax: (904) 357-1005 Attention: General Counsel email: ron.cook@fnis.com
(b)	if to LPS, to
	Lender Processing Services, Inc. 601 Riverside Avenue Jacksonville, FL 32204 Phone: (904) 854-8547 Fax: (904) 357-1036 Attention: General Counsel email: todd.johnson@lpsvcs.com

Any notice, request or other communication given as provided above shall be deemed given to the receiving Party (i) upon actual receipt, if delivered personally; (ii) on the next Business Day after deposit with an overnight courier, if sent by a nationally-recognized overnight courier; or (iii) upon confirmation of successful transmission if sent by facsimile or email (provided that if given by facsimile or email, such notice, request or other communication shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein).

          SECTION 8.5. Binding Effect and Assignment. This Agreement and each Ancillary Agreement is binding upon and enforceable by the Parties and their respective successors and assigns. This Agreement is for the sole benefit of the Parties hereto (and their respective successors and assigns) and their respective Group members and, except for the indemnification rights of the FIS Indemnified Parties and the LPS Indemnified Parties under this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer any legal or equitable rights, remedies or claims in favor of any Person (including any

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employee or stockholder of FIS or LPS), other than the Parties signing this Agreement and their respective Group members. Notwithstanding anything herein to the contrary, neither Party may assign any of its rights or delegate any of its obligations under this Agreement (including without limitation the licenses set forth in Articles VI or VII) or any Ancillary Agreement in whole or in part without the written consent of the other Party which consent may be withheld in such Party’s sole and absolute discretion, and any assignment or attempted assignment in violation of the foregoing will be null and void. Notwithstanding the preceding sentence and subject to the requirements of Section 7.5(d), either Party may assign this Agreement and any Ancillary Agreement in connection with a merger transaction in which such Party is not the surviving entity or the sale or other transfer of all or substantially all of its assets.

          SECTION 8.6. Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement or any Ancillary Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

          SECTION 8.7. Entire Agreement. This Agreement constitutes the entire final agreement between the Parties, and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Agreement. In the event of any conflict between any provision in this Agreement and any provision in any Ancillary Agreement pertaining to the subject matter of such Ancillary Agreement, the specific provisions in such Ancillary Agreement will control over the provisions in this Agreement.

          SECTION 8.8. Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of both Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

          SECTION 8.9. Expenses. Except as otherwise set forth herein or in any Ancillary Agreement, LPS shall be responsible for all costs (including third party costs) incurred in connection with this Agreement.

          SECTION 8.10. Amendment. The Parties may amend this Agreement only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

          SECTION 8.11. Waiver. The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any course of dealing or failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A

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written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Party’s rights and remedies in this Agreement is not intended to be exclusive of other remedies to which the injured Party may be entitled by law or equity in case of any breach by the other Party of any provision in this Agreement, and a Party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

          SECTION 8.12. Construction of Agreement.

     (a) The captions, titles and headings, and table of contents, included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. The Exhibits and the Schedules to this Agreement that are specifically referred to herein are a part of this Agreement as if fully set forth herein. When a reference is made in this Agreement to an Article or a Section, exhibit or schedule, such reference will be to an Article or Section of, or an exhibit or schedule to, this Agreement unless otherwise indicated.

     (b) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Party under any rule of construction, and no Party shall be considered the draftsman. The Parties acknowledge and agree that this Agreement has been reviewed, negotiated, and accepted by both Parties and their attorneys and shall be construed and interpreted according to the ordinary meaning of the words used so as fairly to accomplish the purposes and intentions of both Parties hereto.

          SECTION 8.13. Transition License General Terms.

     (a) Relationship of the Parties. It is expressly understood and agreed that FIS and LPS are not partners or joint venturers, and nothing contained herein, including without limitation Articles VI, is intended to create an agency relationship or a partnership or joint venture with respect to rights granted herein. With respect to Articles VI, neither Party is an agent of the other and neither Party has any authority to represent or bind the other Party as to any matters, except as authorized herein or in writing by such other Party from time to time. As between the Parties, each Party shall be responsible for payment of compensation to its employees and those of its subsidiaries, for any injury to them in the course of their employment, and for withholding or payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

     (b) Title 11. The license to the FIS Marks granted pursuant to Article VI is, for all purposes of Section 365(n) of Title 11 of the United States Code (“Title 11”) and to the fullest extent permitted by law, licenses of rights to “intellectual property” as defined in Title 11. The Parties agree that the licensee of any rights under Article VI shall retain and may fully exercise all of its applicable rights and elections under Title 11.

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     (c) UN Convention Disclaimed. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the provisions of Article VI.

     (d) Effectiveness. Notwithstanding the date hereof, the licenses granted by Article VI shall become effective as of the date and time that the Distribution occurs.

          SECTION 8.14. Termination. This Agreement may be terminated only by mutual consent of both FIS and LPS.

[signature page to follow]

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     IN WITNESS WHEREOF, FIS and LPS have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
By
	Name:
	Title:

LENDER PROCESSING SERVICES, INC.
By
	Name:
	Title:

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EX-3.1

EXHIBIT 3.1

FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

LENDER PROCESSING SERVICES, INC.

          Lender Processing Services, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

          First: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 7, 2007.

          Second: This Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”) has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

          Third: This Certificate of Incorporation amends, restates and integrates the provisions of the Corporation’s original Certificate of Incorporation.

          Fourth: The text of this Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

          The name of the Corporation is “Lender Processing Services, Inc.”

ARTICLE II

REGISTERED AGENT

          The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The name of the Corporation’s registered agent at that address is “The Corporation Trust Company.”

ARTICLE III

PURPOSE

          The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

          Section 4.1. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 550,000,000, consisting of 500,000,000 shares of Common Stock, par value $0.0001 per share (“Common Stock”), and 50,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).

          Section 4.2. Subject to the approval by holders of shares of any class or series of Preferred Stock, to the extent such approval is required, shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation and title as shall be fixed by the Board of Directors of the Corporation (the “Board of Directors”) prior to the issuance of any shares thereof. The Board of Directors is hereby authorized to fix the designation and title for each such class or series of Preferred Stock, to fix the voting powers, whether full or limited, or no voting powers, and such powers, preferences and relative, participating, optional or other special

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rights and such qualifications, limitations or restrictions thereof, and to fix the number of shares constituting such class or series (but not below the number of shares thereof then outstanding), in each case as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it.

          Section 4.3. Except as otherwise expressly required by law or provided in this Certificate of Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time outstanding, the holders of any outstanding shares of Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Certificate of Incorporation or the Amended and Restated Bylaws of the Corporation (the “Bylaws”), or upon which a vote of stockholders is otherwise duly called for by the Corporation. At each annual or special meeting of stockholders, each holder of record of shares of Common Stock on the relevant record date shall be entitled to cast one vote in person or by proxy for each share of the Common Stock standing in such holder’s name on the stock transfer records of the Corporation.

ARTICLE V

DIRECTORS

          Section 5.1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, consisting of not less than one nor more than fourteen members with the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors, other than those who may be elected by the holders of any class or series of Preferred Stock as set forth in this Certificate of Incorporation, shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the 2009 annual meeting of stockholders; the term of the initial Class II directors shall terminate on the date of the 2010 annual meeting of stockholders and the term of the initial Class III directors shall terminate on the date of the 2011 annual meeting of stockholders. At each annual meeting of stockholders beginning in 2009, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term.

          Section 5.2. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify for office, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

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Any vacancy on the Board of Directors, however resulting, may be filled only by an affirmative vote of the majority of the directors then in office, even if less than a quorum, or by an affirmative vote of the sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected.

          Section 5.3. Notwithstanding any of the foregoing provisions, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation, or the resolution or resolutions adopted by the Board of Directors pursuant to Section 4.2 of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms.

ARTICLE VI

CORPORATE OPPORTUNITIES

          Section 6.1. In anticipation of the possibility (a) that the officers and/or directors of the Corporation may also serve as officers and/or directors of one or more Specified Companies (as defined below) and (b) that the Corporation and one or more Specified Companies may engage in the same or similar activities or lines of business and have an interest in the same corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with each Specified Company, the provisions of this Article VI are set forth to regulate, to the fullest extent permitted by law, the conduct of certain affairs of the Corporation as they relate to each Specified Company and its officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

          Section 6.2. (a) Except as may be otherwise provided in a written agreement between the Corporation and such Specified Company, each Specified Company shall have no duty to refrain from engaging in the same or similar activities or lines of business as the Corporation, and, to the fullest extent permitted by law, neither Specified Company nor any officer or director thereof (except in the event of any violation of Section 6.3 hereof, to the extent such violation would create liability under applicable law) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty by reason of any such activities of such Specified Company.

          (b) The Corporation may from time to time be or become a party to and perform, and may cause or permit any subsidiary of the Corporation to be or become a party to and perform, one or more agreements (or modifications or supplements to pre-existing

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agreements) with a Specified Company. Subject to Section 6.3 hereof, to the fullest extent permitted by law, no such agreement, nor the performance thereof in accordance with its terms by the Corporation or any of its subsidiaries or such Specified Company, shall be considered contrary to any fiduciary duty to the Corporation or to its stockholders of any director or officer of the Corporation who is also a director, officer or employee of such Specified Company. Subject to Section 6.3 hereof, to the fullest extent permitted by law, no director or officer of the Corporation who is also a director, officer or employee of a Specified Company shall have or be under any fiduciary duty to the Corporation or its stockholders to refrain from acting on behalf of the Corporation or any of its subsidiaries or on behalf of such Specified Company in respect of any such agreement or performing any such agreement in accordance with its terms.

          Section 6.3. In the event that a director or officer of the Corporation who is also a director or officer of a Specified Company acquires knowledge of a potential transaction or matter which may be a corporate opportunity of both the Corporation and such Specified Company, such director or officer of the Corporation shall, to the fullest extent permitted by law, have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:

     (a) a corporate opportunity offered to any person who is an officer of the Corporation, and who is also a director but not an officer of such Specified Company, shall belong to the Corporation, unless such opportunity is expressly offered to such person in a capacity other than such person’s capacity as an officer of the Corporation, in which case it shall not belong to the Corporation;

     (b) a corporate opportunity offered to any person who is a director but not an officer of the Corporation, and who is also a director or officer of such Specified Company, shall belong to the Corporation only if such opportunity is expressly offered to such person in such person’s capacity as a director of the Corporation; and

     (c) a corporate opportunity offered to any person who is an officer of both the Corporation and such Specified Company shall belong to the Corporation only if such opportunity is expressly offered to such person in such person’s capacity as an officer of the Corporation.

Notwithstanding the foregoing, the Corporation shall not be prohibited from pursuing any corporate opportunity of which the Corporation becomes aware.

          Section 6.4. Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VI.

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          Section 6.5. (a) For purposes of this Article VI, a director of any company who is the chairman of the board of directors of that company shall not be deemed to be an officer of the company solely by reason of holding such position.

          (b) The term “Corporation” shall mean, for purposes of this Article VI, the Corporation and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests. The term “Specified Company” shall mean, for purposes of this Article VI, each of (i) Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities in which it beneficially owns (directly or indirectly) ten percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests (collectively, the “FIS Group”) and (ii) Fidelity National Financial, Inc., a Delaware corporation (“FNF”) and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities in which it beneficially owns (directly or indirectly) ten percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests (collectively, the “FNF Group”).

          Section 6.6. Anything in this Certificate of Incorporation to the contrary notwithstanding, the foregoing provisions of this Article VI shall terminate, expire and have no further force and effect (a) with respect to the FIS Group, on the date that no person who is a director or officer of the Corporation is also a director or officer of FIS or any successor thereto, and (b) with respect to the FNF Group, on the date that no person who is a director or officer of the Corporation is also a director or officer of FNF or any successor thereto. Neither the alteration, amendment, termination, expiration or repeal of this Article VI nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VI, would accrue or arise, prior to such alteration, amendment, termination, expiration, repeal or adoption.

ARTICLE VII

REMOVAL OF DIRECTORS

          Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote generally in the election of directors, considered for purposes of this Article VII as one class.

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ARTICLE VIII

ELECTION OF DIRECTORS

          Elections of directors at an annual or special meeting of stockholders shall be by written ballot unless the Bylaws of the Corporation shall otherwise provide.

ARTICLE IX

WRITTEN CONSENT OF STOCKHOLDERS

          Any action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of such a meeting.

ARTICLE X

SPECIAL MEETINGS

          Special meetings of the stockholders of the Corporation for any purposes may be called at any time by a majority vote of the Board of Directors or the Chairman of the Board or Chief Executive Officer of the Corporation. Except as required by law or provided by resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, special meetings of the stockholders of the Corporation may not be called by any other person or persons.

ARTICLE XI

OFFICERS

          The officers of the Corporation shall be chosen in such manner, shall hold their offices for such terms and shall carry out such duties as are determined solely by the Board of Directors, subject to the right of the Board of Directors to remove any officer or officers at any time with or without cause.

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ARTICLE XII

INDEMNITY

          Section 12.1. No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this Section 12.1 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

          Section 12.2. (a) The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Section 12.2 shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Section 12.2.

          (b) The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Section 12.2 to directors and officers of the Corporation.

          (c) The rights to indemnification and to the advance of expenses conferred in this Section 12.2 shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

          (d) Any repeal or modification of this Section 12.2 shall not adversely affect any rights to indemnification and advancement of expenses of a director or officer of the Corporation

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existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE XIII

AMENDMENT

          The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at any time may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XIII. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of such Preferred Stock, the provisions set forth in (a) Section 2.2 (except for Section 2.2(a)), Section 2.3, Section 3.1 (except for Section 3.1(a)) and Article IX of the Bylaws of the Corporation and (b) Articles V, VI, VII, IX, X and XIII of this Certificate of Incorporation, may not be repealed, altered, amended or rescinded, in whole or in part, nor a new Certificate of Incorporation be adopted, unless approved by a majority of the Board of Directors then in office and approved by holders of two-thirds of the votes entitled to be cast, voting as a single class, by holders of all outstanding capital stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.

ARTICLE XIV

BUSINESS COMBINATIONS

          The Corporation expressly elects to be governed by Section 203 of the General Corporation Law of the State of Delaware.

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          IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Incorporation on behalf of the Corporation this ___ day of ___, 2008.

LENDER PROCESSING SERVICES, INC.
By:
	Name:
	Title:

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EX-3.2

EXHIBIT 3.2

FORM OF AMENDED AND RESTATED BYLAWS OF

LENDER PROCESSING SERVICES, INC.

AS ADOPTED ON                     , 2008

ARTICLE I

OFFICES

          Section 1.1. Registered Office. The registered office of Lender Processing Services, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware and the name and address of its registered agent is “The Corporation Trust Company,” 1209 Orange Street, Wilmington, Delaware, 19801.

          Section 1.2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 2.1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2.2. Annual Meetings and Special Meetings. (a) The annual meetings of stockholders (the “Annual Meeting”) shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders, subject to the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten days nor more than sixty days before the date of the meeting.

          (b) Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders (“Special Meetings”), for any purpose or purposes, may be called by the majority vote of the Board of Directors or by the Chairman of the Board of Directors or the Chief Executive Officer. Special Meetings may not be called by any other person or persons. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than

ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

          Section 2.3. Notice of Stockholder Business and Nominations.

          (a) Annual Meetings. (1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an Annual Meeting (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (iii) by any stockholder of the Corporation who (A) is a stockholder of record on the date of the giving of the notice provided for in this Section 2.3 and on the date of the Annual Meeting, (B) is entitled to vote at the Annual Meeting and (C) complies with the notice procedures set forth in this Section 2.3 as to such business or nomination; clause (iii) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the Corporation’s notice of the meeting) before an Annual Meeting.

               (2) In addition to any other applicable requirements, for any nominations or any other business to be properly brought before an Annual Meeting by a stockholder pursuant to Section 2.3(a)(1)(iii), such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding Annual Meeting, notice by the stockholder in order to be timely must be so received not earlier than the close of business on the 120th day prior to the date of such Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of such Annual Meeting or, if the first public disclosure of the date of such Annual Meeting is less than 100 days prior to the date of such Annual Meeting, the 10th day following the day on which public disclosure of the date of such Annual Meeting was first made. In no event shall any adjournment or postponement of an Annual Meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper written form, a stockholder’s notice to the Secretary must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the

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underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity of such stockholder to profit or share in any profit derived from an increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of this Section 2.3(a), a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the Annual Meeting, set forth (i) a brief description of the business desired to be brought before the Annual Meeting, the reasons for conducting such business at the Annual Meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings and any other material relationships between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person

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acting in concert therewith, were the “registrant” for purposes of Item 404 of Regulation S-K and the nominee were a director or executive officer of such registrant; (d) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 3.1(b); and (e) represent that such stockholder intends to appear in person or by proxy at the Annual Meeting to bring such business or nomination(s) before the meeting. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

               (3) Notwithstanding anything in the second sentence of Section 2.3(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. The foregoing provisions shall not be construed to limit the sole power of the Board of Directors to fill vacancies, however occurring, on the Board of Directors as and to the extent set forth in Section 3.2.

          (b) Special Meetings. Only such business shall be conducted at a Special Meeting as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a Special Meeting at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the notice provided for in this Section 2.3 and on the date of the Special Meeting, (ii) is entitled to vote at such Special Meeting and (iii) complies with the notice procedures set forth in this Section 2.3 as to such nomination. In the event the Corporation calls a Special Meeting for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.3(a)(2) with respect to any nomination (including the completed questionnaire, representation and agreement required by Section 3.1(b)) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such Special Meeting and not later than the close of business on the later of the 90th day prior to the date of such Special Meeting or, if the first public disclosure of the date of such Special Meeting is less than 100 days prior to the date of such Special Meeting, the 10th day following the day on which public disclosure is first made of the date of the Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any

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adjournment or postponement of a Special Meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

          (c) General. (1) Except as may be otherwise provided in the Certificate of Incorporation with respect to the rights of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances, only such persons who are nominated in accordance with the procedures set forth in this Section 2.3 shall be eligible to serve as directors and only such business shall be conducted at an Annual Meeting or a Special Meeting, as the case may be, as shall have been brought before such meeting in accordance with the procedures set forth in this Section 2.3. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.3 and, if any proposed nomination or business is not in compliance with this Section 2.3, to declare that such defective proposal or nomination shall be disregarded.

               (2) For purposes of this Section 2.3, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

               (3) Notwithstanding the foregoing provisions of this Section 2.3, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.3; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.3. Nothing in this Section 2.3 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock of the Corporation if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

          Section 2.4. Quorum. Except as otherwise required by law, these Amended and Restated Bylaws (these “Bylaws”) or by the Certificate of Incorporation, holders of a majority of the capital stock issued and entitled to vote thereat present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

          Section 2.5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders shall be

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decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

          Section 2.6. No Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of the stockholders at an annual or special meeting duly noticed and called, as provided in these Bylaws, and may not be taken by a written consent of the stockholders pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

          Section 2.7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

          Section 2.8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.7 hereof or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

          Section 3.1. (a) Number and Election of Directors. Subject to the rights, if any, of holders of preferred stock of the Corporation to elect directors of the Corporation, the Board of Directors shall consist of not less than one nor more than fourteen members, divided into three classes, with the exact number of directors to be determined from time to time exclusively by resolution duly adopted by the Board of Directors. Directors shall be elected by a plurality of the votes cast at the Annual Meeting, and, unless otherwise provided by the Certificate of Incorporation, each director so elected shall hold office until the Annual Meeting for the year in which his term expires and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. Any director may resign at any time effective upon giving written notice to the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. Directors need not be stockholders.

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          (b) Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.3) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

          Section 3.2. Vacancies. To the extent permitted by law, any vacancy on the Board of Directors, however created, may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director elected to fill a newly created directorship resulting from an increase in any class of directors shall hold office for a term that shall coincide with the remaining term off the other directors of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same term as the remaining term of his predecessor.

          Section 3.3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

          Section 3.4. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer, the Chairman, if there is one, the President, or any directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight hours before the date of the meeting, by telephone or facsimile on twenty-four hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

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          Section 3.5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          Section 3.6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

          Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

          Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

          Section 3.9. Audit Committee. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate three or more directors to constitute an Audit Committee, to serve as such until the next annual meeting of the Board of Directors or until their respective successors are designated. The audit committee will carry out its responsibilities as set forth in an audit committee charter to be adopted by the Board of Directors.

          Section 3.10. Compensation. At the discretion of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of

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Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. At the discretion of the Board of Directors, members of special or standing committees may be allowed like compensation for attending committee meetings.

          Section 3.11. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

          Section 3.12. Entire Board of Directors. As used in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IV

OFFICERS

          Section 4.1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a President and a Secretary. The Board of Directors, in its discretion, may also appoint a Chairman of the Board of Directors (who must be a director), Chief Financial Officer, Assistant Chief Financial Officers, Controller, Treasurer, Assistant Treasurers and one or more Vice Presidents, Assistant Secretaries, and other officers, who shall have such authority and perform such duties as may be prescribed in such appointment. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

          Section 4.2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their

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offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

          Section 4.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

          Section 4.4. Duties of Officers. The duties of the officers of the Corporation shall be as follows:

          (a) Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; and the Chief Executive Officer may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation. In the absence or disability of the Chairman of the Board of Directors, or if there is none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

          (b) Chairman of the Board of Directors. The Chairman of the Board of Directors, if there is one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the Chief Executive Officer or the President is required, the Chairman of the Board of Directors shall possess the same power as the Chief Executive Officer or the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the Chief Executive Officer or the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the Chief Executive Officer or the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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          (c) President. The President shall, subject to the control of the Board of Directors, the Chief Executive Officer, and, if there is one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors, the Chief Executive Officer, the Chairman of the Board of Directors or the President. In the absence or disability of the Chief Executive Officer and the Chairman of the Board of Directors, or if there is none, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

          (d) Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there is no Assistant Secretary, then either the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

          (e) Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

          (f) Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the Chairman of the Board, the

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President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation. The Chief Financial Officer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the Chairman of the Board or the President.

          (g) Assistant Chief Financial Officer. The Assistant Chief Financial Officer, or if there is more than one, the Assistant Chief Financial Officers, in the order determined by the Board of Directors (or if there is no such determination, then in the order of their election), shall, in the absence of the Chief Financial Officer or in the event of the Chief Financial Officer’s inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the Chairman of the Board, the President or the Chief Financial Officer.

          (h) Controller. The Board of Directors may elect a Controller who shall be responsible for all accounting and auditing functions of the Corporation and who shall perform such other duties as may from time to time be required of him by the Board of Directors.

          (i) Treasurer. The Treasurer, if there is one, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          (j) Assistant Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, or the Treasurer, if there is one, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

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          (k) Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there is no Chief Executive Officer or Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there is no Chief Executive Officer, no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

          (l) Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

CAPITAL STOCK

          Section 5.1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate or certificates duly numbered, certifying the number and class of shares in the Corporation owned by him, in such form as may be prescribed by the Board of Directors. Each such certificate shall be signed in the name of the Corporation by the Chief Executive Officer, the Chairman of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.

          Section 5.2. Signatures. Where a certificate is countersigned by (a) a transfer agent other than the Corporation or its employee, or (b) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any

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claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

          Section 5.4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

          Section 5.5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 5.6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

          Section 6.1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or transmitted via facsimile.

          Section 6.2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE VII

GENERAL PROVISIONS

          Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

          Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

          Section 7.3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

          Section 7.4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

          Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 8.3 hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the

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Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          Section 8.2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 hereof, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

          Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.1 or 8.2 hereof, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to

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the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or 8.2 hereof, as the case may be.

          Section 8.5. Indemnification by a Court. Notwithstanding any contrary determination made in any specific case under Section 8.3 hereof, and notwithstanding the absence of any determination made thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.l and 8.2 hereof. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 8.1 or 8.2 hereof. Neither a contrary determination in the specific case under Section 8.3 hereof nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

          Section 8.6. Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

          Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 hereof shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise.

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          Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

          Section 8.9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

          Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

          Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer (or his heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

          Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

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ARTICLE IX

AMENDMENTS

          These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of two-thirds of the votes entitled to be cast, voting as a single class, by holders of outstanding capital stock which by its terms may vote on all matters submitted to stockholders of the Corporation generally or by a majority of the Board of Directors then in office; provided, however, that Section 2.2 (except for Section 2.2(a)), Section 2.3, Section 3.1 (except for Section 3.1(a)) and this Article IX may be altered, amended or repealed only with approval of a majority of the Board of Directors then in office and approval of holders of two-thirds of the votes entitled to be cast, voting as a single class, by holders of outstanding capital stock which by its terms may vote on all matters submitted to stockholders of the Corporation generally.

ARTICLE X

CONFLICTS

          If there is a conflict between the provisions of these Bylaws and the provisions of the Certificate of Incorporation or the mandatory provisions of the DGCL, such provision or provisions of the Certificate of Incorporation and the DGCL, as the case may be, will be controlling.

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EX-10.1

Exhibit 10.1

FORM OF TAX DISAFFILIATION AGREEMENT

     THIS TAX DISAFFILIATION AGREEMENT (this “Agreement”), dated as of June      , 2008 is by and among Fidelity National Information Services, Inc. (“FIS”), a Georgia corporation and Lender Processing Services, Inc., a Delaware corporation and wholly owned subsidiary of FIS (“LPS”).

     WHEREAS, FIS is the common parent of the affiliated group of corporations within the meaning of section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, as set forth in the Contribution and Distribution Agreement dated as of June      , 2008 by and between LPS and FIS (the “Distribution Agreement”), FIS will transfer to LPS certain assets and liabilities in exchange for shares of LPS and LPS Securities (the “Contribution”);

     WHEREAS, FIS will distribute all of the shares of LPS common stock it holds on the date of the execution and delivery of the Distribution Agreement (the “Distribution Date”) in a transaction (the “Distribution”) that FIS and LPS intend to qualify as a tax-free reorganization and distribution pursuant to sections 368(a)(1)(D) and 355 of the Code;

     WHEREAS, FIS will exchange LPS Securities for outstanding term loan indebtedness of FIS held by certain financial institutions in an exchange FIS intends to be tax-free to it pursuant to section 361(c) of the Code (the “Debt Exchange”); and

     WHEREAS, in connection with the Distribution the parties hereto desire to enter into this Agreement, setting forth their agreement with respect to certain Tax matters from and after the Distribution Date.

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

SECTION 1. DEFINITIONS.

1.1 In General. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

     “Acquisition” means any acquisition of FIS stock or LPS stock, as applicable (including without limitation a stock redemption) or issuance of FIS stock or LPS stock, as applicable, excluding (a) the issuance of stock by LPS in connection with the Contribution; (b) the distribution of LPS stock in the Distribution; and (c) any acquisition of stock that qualifies under sections 1.355-7(d)(7), (8), or (9) of the Treasury Regulations or any successor thereto.

     “Adverse Consequences” means damages, penalties, fines, costs, expenses (including professional fees and expenses), amounts paid in settlement, liabilities, obligations, liens, and losses, including any such amounts arising out of or related to claims asserted against LPS or FIS by any shareholder participating in the Distribution; provided that Adverse Consequences shall not include any indirect, special, consequential, or punitive damages.

     “After-Tax Basis” means that, for purposes of determining the amount of the Indemnified Liability, the amount of any Tax, Tax Loss, or Adverse Consequences shall be determined net of any Tax Benefit derived by the Indemnitee as the result of sustaining such Tax, Tax Loss, and Adverse Consequences and increased by the amount of any Tax Detriment incurred by the Indemnitee as the result of its receipt, or right to receive, such indemnification payment, so that the Indemnitee is put in the same net after-Tax economic position as if it had not incurred such Tax, Tax Loss, or Adverse Consequences.

     “Affiliated Company” means any and every corporation that has a common parent that holds directly or indirectly 80% or more of the voting power and value of such corporation within the meaning of section 1504(a) of the Code.

     “Agreement” has the meaning set forth in the Preamble hereto.

     “Arbitrator” has the meaning set forth in Section 8.5(c) of this Agreement.

     “Audit” includes any audit, assessment of Taxes or other examination by any Tax Authority, proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

     “Business Day” means any day, other than a Saturday or Sunday, or a day on which banking institutions are authorized or required by law or regulation to close in Jacksonville, Florida, or New York, New York.

     “Code” has the meaning set forth in the Recitals to this Agreement.

     “Combined Group” means a group of two or more members that file a Combined Return.

     “Combined Return” means any Tax Return with respect to Combined State/Local Tax filed on a consolidated, combined, unitary or other similar basis.

     “Combined State/Local Tax” means the state or local Tax liability determined on a consolidated, combined or unitary basis.

     “Consolidated Federal Tax” means the Federal Income Tax liability of a Consolidated Group determined on a consolidated basis.

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     “Consolidated Group” means a group of one or more Affiliated Companies that files a Consolidated Return.

     “Consolidated Item” has the meaning set forth in Paragraph 1(b)(i) of Schedule I.

     “Consolidated Return” means any Tax Return with respect to Federal Income Taxes filed on a consolidated basis pursuant to section 1501 of the Code.

     “Contest” means any Audit or claim for refund involving any Taxes with respect to a Pre-Distribution Period.

     “Contribution” has the meaning set forth in the Recitals to this Agreement.

     “Controlling Party” has the meaning set forth in Section 6.2(d) of this Agreement.

     “Credit” has the meaning set forth in Paragraph 3 of Schedule I.

     “Debt Exchange” has the meaning set forth in the Recitals to this Agreement.

     “Dispute” has the meaning set forth in Section 8.5(a) of this Agreement.

     “Distribution” has the meaning set forth in the Recitals to this Agreement.

     “Distribution Agreement” has the meaning set forth in the Recitals to this Agreement.

     “Distribution Date” has the meaning set forth in the Recitals to this Agreement.

     “Federal Income Tax” means any Tax imposed under Subtitle A of the Code (including the Taxes imposed by sections 11, 55, and 1201(a) of the Code), and any interest, addition to Tax, or penalties applicable or related thereto, and any other income-based U.S. federal tax which is hereinafter imposed upon corporations.

     “Filing Group” means either (a) the FIS Group, if the Filing Party is a member of the FIS Group, or (b) the LPS Group, if the Filing Party is a member of the LPS Group.

     “Filing Party” means, (a) with respect to any Consolidated Return or Combined Return, the party that is required to file such a Tax Return under Section 2.2 of this Agreement, and (b) with respect to any Separate Return, the party that is required to file such Tax Return under applicable law.

     “Final Determination” means with respect to any issue (a) a decision, judgment, decree or other order by the United States Tax Court or any other court of competent jurisdiction that has become final and unappealable, (b) a closing agreement under section 7121 of the Code or a comparable provision of any state, local, or foreign Tax law

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that is binding against the Service or any other Taxing Authority, (c) any other final settlement with the Service or other Tax Authority, or (d) the expiration of an applicable statute of limitations.

     “FIS” has the meaning set forth in the Preamble to this Agreement.

     “FIS Combined Returns” means any Combined Return with respect to which FIS or any member of the FIS Group is the common Parent of the Combined Group.

     “FIS Consolidated Return” means any Consolidated Return with respect to which FIS is the common parent of the Consolidated Group.

     “FIS Group” means FIS and any Affiliated Company of which FIS is the common parent corporation and any corporation which may be, or may become, a member of such group from time to time, other than any corporation that is a member of the LPS Group.

     “FIS Returns” means all FIS Consolidated Returns, all FIS Combined Returns, and any Separate Return required to be filed by any member of the FIS Group.

     “Hypothetical Tax” has the meaning set forth in Paragraph 1 of Schedule I.

     “Indemnified Liability” means any liability which is imposed upon or incurred by an Indemnitee against which such Indemnitee is indemnified and held harmless under this Agreement.

     “Indemnifying Party” means any person that is required to indemnify and hold harmless any Indemnitee under this Agreement.

     “Indemnitee” means person that incurs a liability that is subject to indemnification under this Agreement.

     “LPS” has the meaning set forth in the Preamble to this Agreement.

     “LPS Capital Transactions” has the meaning set forth in Section 5.2(c) of this Agreement.

     “LPS Capital Transactions Process” has the meaning set forth in Section 5.2(c) of this Agreement.

     “LPS Combined Returns” means any Combined Return with respect to which LPS or any member of the LPS Group is the common parent of the Combined Group.

     “LPS Group” means LPS and any Affiliated Company of which LPS is the common parent corporation and any corporation which may be, or may become, a member of such group from time to time.

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     “LPS Return” means any Tax Return that is an LPS Combined Return or any Separate Return that is required to be filed by any member of the LPS Group.

     “LPS Securities” means the LPS securities received by FIS in the Contribution.

     “Non-Controlling Party” has the meaning set forth in Section 6.2(d)(i) of this Agreement.

     “Non-Filing Group” means either (a) the LPS Group, if the Filing Party is a member of the FIS Group, or (b) the FIS Group, if the Filing Party is a member of the LPS Group.

     “Non-Filing Party” means either (a) LPS, if the Filing Party is a member of the FIS Group, or (b) FIS, if the Filing Party is a member of the LPS Group.

     “NTI-NY” means National Title Insurance of New York, Inc., a New York insurance company.

     “Opinion Documents” means the Tax Opinion and representation letters referred to therein.

     “Other Tax Group” means either the FIS Group if the LPS Group is the Tax Group or the LPS Group if the FIS Group is the Tax Group.

     “Post-Distribution Period” means any Taxable Period beginning after the Distribution Date and, in the case of any Taxable Period that begins before and ends after the Distribution Date, that part of the Taxable Period that begins at the beginning of the day after the Distribution Date.

     “Pre-Distribution Period” means any Taxable Period that ends on or before the Distribution Date and, in the case of any Taxable Period that begins before and ends after the Distribution Date, that part of the Taxable Period through the close of the Distribution Date.

     “Preliminary Transactions” means the transactions described in Schedule II to this Agreement.

     “Private Letter Ruling” means the private letter ruling issued by the Service to FIS that addresses, inter alia, the tax consequences of the Contribution, Distribution, and Debt Exchange.

     “Referee” has the meaning set forth in Section 8.5(c) of this Agreement.

     “Ruling Documents” means the Private Letter Ruling, plus all of the materials submitted to the Service in connection with obtaining such ruling.

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     “Section 355 Tax Treatment” has the meaning set forth in Section 5.1(a) of this Agreement.

     “Separate Return” means any Tax Return other than a Consolidated Return or a Combined Return.

     “Separate Tax” means any Tax incurred by an entity that is not a Federal Income Tax required to be shown on a Consolidated Return and is not a Combined State/Local Tax required to be shown on a Combined Return.

     “Service” means the Internal Revenue Service.

     “Steering Committee” has the meaning set forth in Section 8.5(a) of this Agreement.

     “Tax” means any net income, gross income, gross receipts, alternative or add-on minimum, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, transfer, recording, severance, stamp, occupation, premium, property, environmental, estimated, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to Tax or additional amount imposed by a Tax Authority.

     “Tax Authority” means any governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the Service).

     “Tax Benefit” means a decrease in the Tax liability of a taxpayer (or of the consolidated, combined, or unitary group of which it is a member) for any Taxable Period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a Taxable Period only if and to the extent that the Tax liability of the taxpayer (or of the consolidated, combined, or unitary group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer (or of the consolidated, combined, or unitary group of which it is a member) in the current period and all prior periods, is less than it would have been if such Tax liability were determined on a consistent basis without regard to such Tax Item, taking into account the principles of Schedule I.

     “Tax Detriment” means an increase in the Tax liability of a taxpayer (or of the consolidated, combined, or unitary group of which it is a member) for any Taxable Period. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or received from a Tax Item in a Taxable Period only if and to the extent that the Tax liability of the taxpayer (or of the consolidated, combined, or unitary group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer (or of the consolidated, combined, or unitary group of which it is a member) in the current period and all prior

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periods, is more than it would have been if such Tax liability were determined on a consistent basis without regard to such Tax Item, taking into account the principles of Schedule I.

     “Tax Group” means either the FIS Group or the LPS Group, as the context dictates.

     “Tax Group Parent” means either FIS, if the FIS Group is the Tax Group, or LPS, if the LPS Group is the Tax Group.

     “Tax Item” means any item of income, gain, loss, deduction or credit, or other attribute that may have the effect of increasing or decreasing any Tax.

     “Tax Losses” means all fees and costs (including reasonable outside professional fees and costs incurred in connection with a Contest) that directly result from, or relate to, Taxes.

     “Tax Opinion” means the tax opinion that Deloitte Tax LLP will deliver pursuant to Section 5.7 of the Distribution Agreement.

     “Tax Return” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended Tax return, claim for refund or declaration of estimated Tax) supplied to, or filed with, a Tax Authority in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax, including where permitted or required any Tax return filed on a consolidated, combined, unitary or other similar basis.

     “Tax Settlement” shall have the meaning set forth in Section 6.4(b) of this Agreement.

     “Tax Sharing Agreement” means any tax sharing agreements, arrangements, policies or guidelines, formal or informal, express or implied, which may exist between the members of an affiliated group.

     “Taxable Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or any other applicable Tax laws.

     “Transactions” means the Contribution, Distribution, Debt Exchange, and Preliminary Transactions.

     “Treasury Regulations” means the final and temporary Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of successor regulations).

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SECTION 2. TAX RETURNS, TAX SHARING PAYMENTS AND
GENERAL TAX ADMINISTRATIVE MATTERS.

2.1 Agent for the LPS Group.

(a)

LPS (on behalf of itself and each member of the LPS Group) hereby authorizes and designates FIS and such other FIS Group member as may be appropriate as its agent for the purpose of taking any and all actions necessary or incidental to the filing of any FIS Return and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Tax Authority in respect of a FIS Return.

(b)

FIS (on behalf of itself and each member of the FIS Group) hereby authorizes and designates LPS and such other LPS Group member as may be appropriate as its agent for the purpose of taking any and all actions necessary or incidental to the filing of any LPS Return and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Tax Authority in respect of a LPS Return.

2.2 Filing of Returns.

(a)	FIS shall prepare (or cause to be prepared) in a manner consistent with past practice and shall timely file (or cause to be timely filed) all FIS Returns required to be filed prior to the Distribution Date and LPS Returns required to be filed prior to the Distribution Date.
(b)	FIS shall prepare (or cause to be prepared) in a manner consistent with past practice and shall timely file (or cause to be timely filed) all FIS Returns that are required to be filed after the Distribution Date.
(c)	LPS shall prepare (or cause to be prepared) in a manner consistent with past practice and shall timely file (or cause to be timely filed) all LPS Returns required to be filed after the Distribution Date.
(d)	At least 45 days before the due date (including extensions) of any Consolidated Return or any Filing Party Combined Return that includes any Non-Filing Group company and from time to time as reasonably requested thereafter, the Non-Filing Party shall provide to the Filing Party all information relating to the Non-Filing Group necessary to prepare the Tax Returns described in this Section 2.2. Such information will be prepared in a manner consistent with past practices at the expense of the Non-Filing Party. At least 2 weeks prior to filing, such Consolidated Return or Filing Party Combined Return shall be provided to the Non-Filing Party for review and approval, which approval shall not be unreasonably withheld. If the Non-Filing Party proposes an adjustment to any Non-Filing Party item on any Consolidated Return or Filing Party Combined

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Return, and the Filing Party declines to accept such proposal, then the parties shall resolve their disagreement in accordance with Section 8.5 of this Agreement; provided, however, that if such dispute is not settled prior to the filing date of such return, then the return may be filed without taking the Non-Filing Party’s proposal into account but the amount payable pursuant to this Agreement pending the determination under Section 8.5 will be determined as if such proposal was accepted; provided further, that if it is ultimately concluded that the Filing Party was reasonable in rejecting such proposal, the Non-Filing Party shall promptly pay with interest, as provided in Section 4.3, all amounts not yet paid that would have been required to be paid had the amounts required to be paid been calculated without taking such proposal into account.

(e)

Any disagreements with regard to any matters covered by this Section 2.2 shall be resolved in accordance with Section 8.5 of this Agreement.

2.3 Amended Returns.

(a)

The Filing Party shall not file (or cause to be filed), without the prior written consent of the Non-Filing Party (which consent shall not be unreasonably withheld), any amended Consolidated Return or amended Combined Return which includes any member of the Non-Filing Group if such return would result in a Tax Detriment to any member of the Non-Filing Group for any Taxable Period. The consent of the Non-Filing Party shall not be required if the Filing Party reimburses the Non-Filing Party for any such Tax Detriment. In the event of disagreement over whether consent is required or is being unreasonably withheld, the parties shall resolve their disagreement in accordance with Section 8.5 of this Agreement.

(b)

The Filing Party, upon receipt of a written request by the Non-Filing Party, shall file an amended Consolidated Return or amended Combined Return which includes any member of the Non-Filing Group if such return would result in a Tax Benefit to any member of the Non-Filing Group for any Taxable Period; provided, however, that if such amended Consolidated Return or such amended Combined Return results in a Tax Detriment to any member of the Filing Group, it shall be filed only upon the written consent of the Filing Party (which consent shall not be unreasonably withheld) unless the Non-Filing Party agrees to reimburse the Filing Group for any such Tax Detriment. In the event of disagreement over whether consent is required or is being unreasonably withheld, the parties shall resolve their disagreement in accordance with Section 8.5 of this Agreement.

2.4 Payment of Taxes.

(a) LPS shall pay (or cause to be paid) to the appropriate Tax Authority all Taxes, if any, for Tax Returns which it is required to file (or caused to be filed) pursuant to 2.2(c) of this Agreement.

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(b)	FIS shall pay (or cause to be paid) to the appropriate Tax Authority all Taxes, if any, for Tax Returns which it is required to file (or caused to be filed) pursuant to Section 2.2 (a) and (b) of this Agreement.
(c)	In no event shall LPS’s obligations to pay, or cause to be paid, Taxes in accordance with Section 2.4(a) of this Agreement relieve FIS from any of the obligations imposed on it under Sections 4 and 5 of this Agreement to indemnify or provide reimbursement for Taxes paid after the Distribution Date.
(d)	In no event shall FIS’s obligations to pay, or cause to be paid, Taxes in accordance with Section 2.4(b) of this Agreement relieve LPS from any of the obligations imposed on it under Sections 4 and 5 of this Agreement to indemnify or provide reimbursement for Taxes paid after the Distribution Date.

2.5 Treatment of Prior Tax Sharing Agreements.

(a) Except as otherwise provided in this Agreement, any Tax Sharing Agreements that may exist between any LPS Group company, on the one hand, and the FIS Group or any FIS Group company, on the other hand, shall terminate, and any obligations under any such agreements or arrangements shall be cancelled, as of the Distribution Date, without any payment by any party thereto.

(b) Notwithstanding any other provision in this Agreement, the Tax Sharing Agreement between FIS and NTI-NY shall remain in effect, with respect to any period of time during the tax year in which termination occurs, for which the income of the NTY-NY must be included in the FIS Consolidated Return. LPS will take all steps, as quickly as is reasonably possible, to ratify the Tax Sharing Agreement between LPS and NTI-NY, to make all required regulatory filings, and to obtain all necessary approvals.

2.6 Tax Return Treatment to Reflect Private Letter Ruling and Tax Opinion.

All Tax Returns filed pursuant to this Section 2 after the Distribution Date shall be prepared on a basis consistent with the rulings obtained from the Service in the Private Letter Ruling and the Tax Opinion (in the absence of a relevant change in law or circumstances).

SECTION 3. ALLOCATION OF CERTAIN TAX ITEMS.

3.1 Carryforwards and Carrybacks.

(a) The Filing Party shall notify the Non-Filing Party of any consolidated or combined carryover item which may be partially or totally attributed to and carried over by any member of the Non-Filing Group and will notify the Non-Filing Party of subsequent adjustments which may affect such carryover item.

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(b) Notwithstanding any other provision of this Agreement, the Non-Filing Party shall not be required to make any election under section 172(b)(3) of the Code, or any similar provision of any state or local Tax law, to relinquish any right to carryback net operating losses. Upon a request by the Non-Filing Party, the Filing Party shall be required to include on an amended Consolidated Return or Combined Return that includes any member of the Non-Filing Group any net operating losses of any such member of the Non-Filing Group arising in a Post-Distribution Period to the extent allowed under the Tax Law; and the Non-Filing Party shall be entitled to any payment with respect to such carryforward or carryback; provided, however, that if the Filing Party incurs a Tax Detriment related to the inclusion of such net operating losses on the Consolidated Return or Combined Return, the Non-Filing Party shall indemnify the Filing Party for the amount of such Tax Detriment.

3.2 Refunds.

Any refund of Taxes resulting from an adjustment made to a Tax Return that includes one or more LPS Group companies on the one hand, and FIS Group companies on the other, shall be allocated in a manner such that a party responsible for indemnification of a Tax liability for a particular Taxable Period pursuant to either Section 4 or Section 5 of this Agreement will be entitled to any refunds with respect to such Tax for such Taxable Period, except as provided in Section 3.1.

SECTION 4. GENERAL TAX INDEMNIFICATION PROVISIONS

4.1 General Indemnification.

(a)

After the Distribution Date, FIS shall indemnify and hold harmless, on an After-Tax Basis, LPS and each other member of the LPS Group against any and all Taxes (i) with respect to any FIS Return, except to the extent that any member of the LPS Group caused an increase in the Tax liability on the Tax Return; (ii) with respect to any LPS Return, to the extent that any member of the FIS Group caused an increase in the Tax liability on the Tax Return; and (iii) with respect to any FIS Group company for which any LPS Group company may be liable under section 1.1502-6 of the Treasury Regulations, or any successor provision thereto, or any provision of state or local law comparable thereto.

(b)

After the Distribution Date, LPS will indemnify and hold harmless on an After-Tax Basis FIS and each other member of the FIS Group against any and all Taxes (i) with respect to any LPS Return, except to the extent that any member of the FIS Group caused an increase in the Tax liability on the Tax Return; (ii) with respect to any FIS Return, to the extent that any member of the LPS Group caused an increase in the Tax liability on the Tax Return; and (iii) with respect to any LPS Group company for which any FIS Group company may be liable under

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	section 1.1502-6 of the Treasury Regulations, or any successor provision thereto, or any provision of state or local law comparable thereto.
(c)	If a party is entitled to indemnification for Taxes under this Section 4.1, such party shall also be entitled to indemnification for any Tax Losses incurred in connection with any such Taxes.
(d)	To the extent of any inconsistency in the indemnification for Taxes provided by this Section 4.1 and the indemnification for Taxes arising out of the Transactions provided by Section 5 of this Agreement, the provisions of Section 5 of this Agreement shall control. For the avoidance of doubt, if the FIS Group or the LPS Group incurs a Tax which is subject to indemnification under more than one section of this Agreement, the Indemnitee shall only be entitled to recover the amount of such Tax once so as to avoid duplicate recoveries of any such amounts.

4.2 Allocation and Attribution of Taxes.

(a)	In the case of Taxes arising in a Taxable Period that includes, but does not end on, the Distribution Date, the allocation of Taxes between the Pre-Distribution Period and the Post-Distribution Period shall be governed by Paragraph 5 of Schedule I.
(b)	The determination of whether a company caused an increase in the Tax liability of a Consolidated Return or Combined Return shall be governed by Schedule I.

4.3 Indemnity Payments.

(a)

Except as otherwise provided under this Agreement, to the extent that any party has an indemnification or payment obligation to another party pursuant to this Agreement, the Indemnitee shall provide the Indemnifying Party with its calculation of the amount of such obligation. Such calculation shall provide the Indemnifying Party sufficient detail to permit the Indemnifying Party to reasonably understand the calculations and the existence and correct amount of the Indemnified Liability. All indemnification payments shall be made to such Indemnitee within thirty (30) days after delivery by the Indemnitee to the Indemnifying Party of written notice of a payment, or, if such Indemnified Liability is contested pursuant to Section 6.2 of this Agreement, within thirty (30) days of the incurrence of such an amount based on a Final Determination, together with a computation of the amounts due. Any disputes with respect to indemnification payments shall be resolved in accordance with Section 8.5 of this Agreement. In the event of such dispute, any payment of an Indemnified Liability shall be made within thirty (30) days of the date of the resolution of such dispute under Section 8.5 of this Agreement.

(b)

Any payment required under this Agreement in an amount in excess of one million dollars ($1,000,000) shall be made by electronic funds transfer of immediately available funds.

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(c) Notwithstanding any other provision of this Agreement, no payment of an Indemnified Liability shall be required under this Section 4 to the extent it is duplicative of any payment made pursuant to any other provision of this Agreement and any such payment shall be made as required by such other provision.

4.4

Interest.

Payments pursuant to this Agreement that are not made within the period prescribed shall bear interest for the period from and including the date immediately following the last date of the prescribed period through and including the date of payment at a per annum rate equal to the rate provided under section 6621(c) of the Code. Such interest will be payable at the same time as the payment to which it relates and will be calculated on the basis of a year of 365 days and the actual number of days for which due.

SECTION 5. TRANSACTION TAX TREATMENT
AND INDEMNIFICATION PROVISIONS

5.1 Representations, Covenants, and Agreements.

(a)	The parties expressly agree for all purposes to treat the Distribution as a tax-free distribution under section 355 and related sections of the Code, including section 361(c) of the Code (“Section 355 Tax Treatment”).
(b)	Each of FIS and LPS expressly agrees (i) to comply (and to cause each of its Affiliated Companies to comply) with the representations set forth in the Ruling Documents and the Opinion Documents to the extent that the representations made therein are descriptive of such party, (ii) not to take (and to cause each of its Affiliated Companies not to take) any action within its control that would cause the Section 355 Tax Treatment not to apply (except where such action is required by law), and (iii) to take (and to cause each of its Affiliated Companies to take) any and all actions reasonably available to such party (or Affiliated Company), and to cooperate with the other parties, to support and defend the Section 355 Tax Treatment.
(c)	FIS (on behalf of itself and all other members of the FIS Group) hereby represents and warrants that it has reviewed the information and representations made in the Ruling Documents and the Opinion Documents, and to its knowledge, all of such information and representations are true, correct, and complete in all material respects to the extent descriptive of or otherwise relating to FIS or any member of the FIS Group.
(d)	LPS (on behalf of itself and all other members of the LPS Group) hereby represents and warrants that it has reviewed the information and representations

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made in the Ruling Documents and the Opinion Documents, and to its knowledge, all of such information and representations are true, correct, and complete in all material respects to the extent descriptive of or otherwise relating to LPS or any member of the LPS Group.

5.2 Special Restrictions.

(a)	LPS shall not take any action within its control, and shall cause all other members of the LPS Group to refrain from taking any action within their control, which would result in a direct or indirect Acquisition (taking into account the stock aggregation and attribution rules of section 355(e)) by one or more persons in the two-year period following the Distribution Date.
(b)	LPS (on behalf of itself and all other members of the LPS Group) hereby confirms and agrees that (i) neither LPS nor any other member of the LPS Group will, directly or indirectly, pre-pay, pay down, redeem, retire, or otherwise acquire, however effected, any of the LPS Securities prior to its stated maturity, other than through scheduled amortization payments and any mandatory prepayment amount made in accordance with the terms of the LPS Securities; and (ii) neither LPS nor any member of the LPS Group will take or permit to be taken any action at any time, including, without limitation, any modification to the terms of any of the LPS Securities, that could jeopardize, directly or indirectly, the qualification, in whole or in part, of any of the LPS Securities as “securities” within the meaning of section 361(c) of the Code.
(c)	The transactions described in Subsections (a) and (b) of Section 5.2 shall be referred to a “LPS Capital Transactions.” The restrictions on LPS Capital Transactions shall not apply if the LPS Capital Transaction Process is satisfied. As used herein, the “LPS Capital Transaction Process” shall be satisfied if all the following requirements are satisfied:

i.	LPS notifies FIS of the proposed LPS Capital Transaction;
ii.	LPS obtains either (a) an opinion of a nationally recognized law firm or accounting firm to the effect that such LPS Capital Transaction would not cause the Transactions to be taxable, in whole or in part, or (b) the written consent of FIS’s General Counsel or senior tax officer; and
iii.	LPS provides a copy of the opinion or consent described in Section 5.2(c)(ii) of this Agreement to FIS.

5.3 Indemnification for Transaction Taxes and Adverse Consequences

(a) Notwithstanding whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, LPS shall indemnify and hold harmless FIS from and against, and will reimburse FIS for all

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Taxes and Adverse Consequences arising out of, based upon or relating or attributable to (i) any breach of or inaccuracy in any representation, covenant or obligation of any member of the LPS Group under Section 5.1 or 5.2 of this Agreement or (ii) the Transactions to the extent such Taxes or Adverse Consequences arise as a result of any action taken by LPS or any member of the LPS Group (other than the repayment of the LPS Securities prior to the stated maturity in accordance with the terms of the LPS Securities) following the Distribution and, in the case of Adverse Consequences, arise as a result of the imposition of Taxes on FIS, LPS or the FIS stockholders. For the avoidance of doubt, LPS shall not be relieved of its obligations under this Section 5.3(a) merely because it has satisfied the LPS Capital Transactions Process.

(b)

Notwithstanding whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, FIS shall indemnify and hold harmless LPS, on an After-Tax Basis, from and against, and will reimburse LPS for all Taxes and Adverse Consequences arising out of, based upon or relating or attributable to (i) any breach of or inaccuracy in any representation, covenant or obligation of any member of the FIS Group under Section 5.1 or 5.2 of this Agreement or (ii) the Transactions to the extent such Taxes or Adverse Consequences arise as a result of any action taken by FIS or any member of the FIS Group following the Distribution and, in the case of Adverse Consequences, arise as a result of the imposition of Taxes on FIS, LPS or the FIS stockholders.

5.4	Indemnification Payments.
	The payments of any indemnification required under this Section 5 shall be made in accordance with the terms of Sections 4.3 and 4.4 of this Agreement.

SECTION 6. AUDITS AND CONTEST RIGHTS.

6.1 Notice.

If, after the Distribution Date, any member of a Tax Group receives written notice of, or relating to, an Audit from a Tax Authority that asserts, proposes or recommends a deficiency, claim or adjustment that, if sustained, could result in Taxes for which any member of the Other Tax Group is responsible under this Agreement, then the Tax Group Parent of the Tax Group receiving such notice shall provide or cause to be provided a copy of such notice to the Other Tax Group promptly thereafter, but, in any case, within ten (10) Business Days of receipt thereof. Each Tax Group Parent shall forward or cause to be forwarded to the Other Tax Group relevant portions of any reports or other communications which relate to such matters.

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6.2 Contests.

(a)	Except as otherwise provided in this Agreement, the respective Filing Party shall have the right to control, contest, and represent the interest of any FIS Group company or any LPS Group company in any Contest relating to any Tax Return described in Section 2.2 or 2.3 of this Agreement (other than a Tax Return described in Section 6.2(b) or (c) of this Agreement) and, subject to Section 6.4(b) of this Agreement, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Contest. The Filing Party’s rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item.
(b)	Except as otherwise provided herein, after the date of execution of this Agreement, in the case of a Contest that relates to a Tax Return for a Taxable Period beginning before the Distribution Date (or any item relating thereto or reported thereon) which would give rise to an Indemnification Liability under this Agreement, of an Indemnifying Party that is not the Filing Party with respect to such Tax Return, the Indemnifying Party shall have the right at its expense to participate in and control the conduct of such Contest. If the Indemnifying Party does not assume the defense of any such Contest for a Pre-Distribution Period, the Filing Party may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Contest after giving ten (10) Business Days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. In the event of a Contest covered by the first sentence of this paragraph that involves issues (i) relating to a potential adjustment for which the Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which any Indemnitee would be liable, the Indemnitee shall have the right at its expense to control the Contest but only with respect to the latter issues.
(c)	With respect to a Contest involving an issue for which both (i) any FIS Group company and (ii) any LPS Group company could be liable, both parties may participate in the Contest, and the Contest may be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Taxable Periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 6.2 by FIS or by LPS.
(d)	The party that is controlling any Contest pursuant to Sections 6.2(b) and (c) of this Agreement (the “Controlling Party”):

(i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of the

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deficiency, claim or adjustment that is the subject of such Contest shall (A) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the other party (the “Non-Controlling Party”) with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (B) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Controlling Party’s reasonable comments and changes on such draft copy of such correspondence or filing, and (C) provide the Non-Controlling Party with a final copy of the portion of such correspondence or filing that relates such deficiency, claim or adjustment; and

(ii)

shall provide the Non-Controlling Party with notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to the deficiency, claim or adjustment that is the subject of such Contest.

6.3 Judicial Appeals.

In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to a matter described in Sections 6.2(b) and (c) of this Agreement, then, subject to Section 6.4(b):

(a)	In the case of an appeal of an adverse determination, which involves no material issues other than matters for which the Non-Filing Party would be the Indemnifying Party pursuant to this Agreement, the Non-Filing Party shall have the right to cause the Filing Party to appeal from such adverse determination.
(b)	In the case of an appeal of any other adverse determination which involves material issues other than those for which the Non-Filing Party would be the Indemnifying Party pursuant to this Agreement and the Filing Party determines not to appeal such adverse determination, the Non-Filing Party shall have the right to cause the Filing Party to appeal from such adverse determination if the Non-Filing Party delivers to the Filing Party an opinion from an independent tax counsel or accountant selected by the Non-Filing Party and reasonably acceptable to the Filing Party that it is more likely than not that such appeal will succeed and the amount in controversy exceeds $100,000. The Filing Party shall give written notice to the Non-Filing Party of its determination of whether to appeal an adverse determination pursuant to this Section 6.3(b) not less than 20 days prior to any applicable filing deadline.
(c)	In the case of an adverse determination which involves matters for which the Filing Party would be the Indemnifying Party pursuant to this Agreement and, within such determination, material matters for which the Non-Filing Party would

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be the Indemnifying Party pursuant to this Agreement were favorably disposed, the Non-Filing Party shall have the right to prevent the Filing Party from appealing from such adverse determination unless the Filing Party delivers to the Non-Filing Party an opinion from an independent tax counsel selected by the Filing Party and reasonably acceptable to the Non-Filing Party that it is more likely than not that such appeal will succeed.

(d)

If the Non-Filing Party causes the Filing Party to appeal any adverse determination pursuant to this Section 6.3, the Non-Filing Party shall pay the reasonable costs, including legal fees, of the Filing Party incurred in such appeal.

6.4 Limitations.

(a) The Non-Filing Party shall have a right to contest any deficiency, claim or adjustment in accordance with Section 6.2 of this Agreement only if:

(i)	within thirty (30) Business Days of a reasonable request by the Filing Party, the Non-Filing Party delivers to the Filing Party a written opinion of a nationally recognized tax attorney or tax accountant that is a member of a recognized law firm or accounting firm, to the effect that the Non-Filing Party’s position with respect to such deficiency, claim or adjustment is supported by a reasonable basis (within the meaning of section 1.6662-3(b)(3) of the Treasury Regulations); provided that this Section 6.4(a)(i) shall not apply to with respect to positions relating to the Tax consequences of the Distribution.
(ii)	the Non-Filing Party has agreed to be bound by a Final Determination of such deficiency, claim or adjustment;
(iii)	the Non-Filing Party has agreed to pay, and is currently paying, all reasonable costs and expenses incurred by the Filing Party to contest such deficiency, claim or assessment including reasonable outside attorneys’, accountants’ and investigatory fees and disbursements to the extent such costs relate to the issue being contested by the Non-Filing Party;
(iv)	the Non-Filing Party shall have advanced to the Filing Party, on an interest-free basis (and with no additional net after-tax cost to the Filing Party), the amount of Tax in controversy (but not in excess of the lesser of (A) the amount of Tax for which the Non-Filing Party could be liable under this Agreement or (B) the amounts actually expended by the Filing Party for this item) to the extent necessary for the contest to proceed in the forum selected by the Controlling Party; and
(v)	the Non-Filing Party shall have provided to the Filing Party all documents and information, and shall have made available employees and officers of

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the Non-Filing Party, as have been reasonably requested by the Filing Party in contesting such deficiency, claim or adjustment.

(b)

The Filing Party shall not settle, compromise or otherwise resolve any Tax matter relating to Taxes with respect to a Pre-Distribution Period (a “Tax Settlement”) without the prior written consent of the Non-Filing Party (which consent shall not be unreasonably withheld) if such Tax Settlement is reasonably likely to materially increase the Tax paid by the Non-Filing Party with respect to any Tax not subject to indemnification under this Agreement; provided, however, that in the event that the Non-Filing Party does not consent and the Filing Party reasonably believes that the withholding of consent was unreasonable, or the Filing Party reasonably believes that no consent of the Non-Filing Party is required, the parties shall resolve their disagreement in accordance with Section 8.5 of this Agreement.

(c)

Notwithstanding any other provision of this Section 6.4, the Filing Party may resolve, settle, or agree to any deficiency, claim or adjustment for any Taxable Period if the Filing Party waives its right to indemnity with respect to such Tax Item. In such event, the Filing Party shall promptly reimburse the Non-Filing Party for all amounts previously advanced by the Non-Filing Party to the Filing Party in connection with such deficiency, claim or adjustment under Section 6.4(a)(iv) of this Agreement. In addition, except with respect to settlements described in Section 6.4(b) above, the Filing Party shall reimburse the Non-Filing Party for any Tax Detriment that directly results from the settlement of such deficiency, claim or adjustment. No waiver by the Filing Party under this Section 6.4(c) with respect to any deficiency, claim or adjustment relating to any single Tax Item, position, issue or transaction or relating to any single Tax for any one Taxable Period shall operate as a waiver with respect to any other deficiency, claim or adjustment.

6.5	Failure to Notify.
	The failure of the Filing Party promptly to notify the Non-Filing Party of any matter relating to a particular Tax for a Taxable Period or to take any action specified in Section 6.2 of this Agreement shall not relieve the Non-Filing Party of any liability and/or obligation which it may have to the Filing Party under this Agreement with respect to such Tax for such Taxable Period except to the extent that the Non-Filing Party’s rights hereunder are materially prejudiced by such failure and in no event shall such failure relieve the Non-Filing Party of any other liability and/or obligation which it may have to the Filing Party.
6.6	Remedies.
	Except as otherwise provided in this Agreement, the parties hereby agree that the sole and exclusive remedy for a breach by the Filing Party of the Filing Party’s obligations to the Non-Filing Party with respect to a deficiency, claim or adjustment relating to the

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redetermination of a Tax Item of the Non-Filing Party for a Taxable Period shall first be a reduction in the amount that would otherwise be payable by the Non-Filing Party for such Taxable Period and then an increase in amount that would otherwise be payable by the Filing Party for such Taxable Period, in either case because of the breach. The parties further agree that no claim against the Filing Party and no defense to the Non-Filing Party’s liabilities to the Filing Party under this Agreement shall arise from the resolution by the Filing Party of any deficiency, claim or adjustment relating to the redetermination of any Tax Item of the Filing Party.

SECTION 7. COOPERATION.

7.1

Provision of Information and Documents.

FIS and LPS shall cooperate and provide each other with all documents and information, and provide access to employees and officers of any member of the FIS Group or the LPS Group, respectively, as reasonably requested by the other party, on a mutually convenient basis during normal business hours (and promptly reimburse the other party for any out-of-pocket costs incurred by a party in providing such cooperation) to aid the other party in preparing any Tax Return described in Section 2.2 or 2.3 of this Agreement or to contest any Audit of any such Tax Return or to obtain any opinion referred to in Section 5.2, including, without limitation, the making of representations (to the extent such representations are true) in connection with obtaining any such opinion. Such cooperation shall include, without limitation:

(a)	the retention and provision on reasonable request of any and all information including all books, records, documentation or other information, any necessary explanations of information, and access to personnel, until the expiration of the applicable statute of limitation for additional assessments of Tax for the Taxable Period for which such document or other information arises (giving effect to any extension, waiver, or mitigation thereof);
(b)	within the limits otherwise set forth herein, the execution by such party of any document that is relevant and may be necessary or helpful in connection with any Tax Return or in connection with any Contest;
(c)	the use of the parties’ reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing; and
(d)	informing the other party on a timely basis as to the status and progress of all matters related to a Contest under Section 6.2 of this Agreement. Each party shall provide the other party, within 10 days of the receipt thereof, with copies of all written communications received from any Tax Authority relating to any such Contest, appropriately redacted for any unrelated issues also discussed therein.

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7.2	Special Rules Regarding Information Required for Tax Return Preparation.
	The Non-Filing Party will provide employees or representatives of the Filing Party responsible for preparing its Tax Returns access to any relevant information, including any Ruling Documents, Opinion Documents, or Tax Opinion, not in the possession of the Filing Party, as it relates to the Filing Party or any member of the Filing Group, and will provide the Filing Party with a copy of such relevant information to the extent that the issues discussed therein are relevant to the Filing Party or any member of the Filing Group within a reasonable time thereafter, but, in any case, not later than five (5) Business Days after the receipt of a written request therefor.
7.3	Consultations With Regard to Tax Items.
	FIS and LPS shall advise and consult with each other with respect to any Tax election or the Tax treatment of any item (including the treatment of any item that would be affected by a proposed Tax adjustment relating to a Consolidated Return or Combined Return which is the subject of an Audit or investigation, or is the subject of any proceeding or litigation) which could affect any Tax attribute of the other party or the Other Tax Group (including, but not limited to, basis in an asset or the amount of earnings and profits).
7.4	Limitations on Cooperation.
	In the event that a Filing Party determines that the provision of any information to any member of the Other Tax Group could be commercially detrimental, violate any law or agreement, or waive any privilege that may be asserted under applicable law including any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the parties shall take reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

SECTION 8. MISCELLANEOUS.

8.1	Effectiveness.
	This Agreement shall become effective as of the Distribution Date.
8.2	Notices.
	All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

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TO LPS:

Lender Processing Services, Inc.
601 Riverside Avenue
Jacksonville, FL 32204
Attention: Richard Cox, Senior Vice President and Corporate Tax Director

With a copy to the General Counsel at the above address

TO FIS:

Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, FL 32204
Attention: Richard Cox, Senior Vice President and Corporate Tax Director

With a copy to the General Counsel at the above address

And to such other persons or places as each party may from time to time designate by written notice sent as aforesaid.

8.3 Changes in Law.

(a)

Any reference to a provision of the Code or any other Tax law shall include a reference to any applicable successor provision or law.

(b)

If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the Distribution Date, performance of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

8.4

Consent.

Whenever this Agreement specifies that consent is not to be unreasonably withheld, the determination shall take into account, among other things, the relative amount of potential Tax exposure or refund involved for FIS Group companies on the one hand and the LPS Group companies on the other hand, and if the consent relates to bringing proceedings in one venue rather than another, the impact on such decision on such interests of each group. Any controversy or refusal of consent shall be resolved pursuant to Section 8.5 of this Agreement.

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8.5 Dispute Resolution.

(a)	Amicable Resolution. FIS and LPS mutually desire that friendly collaboration continue between them. Accordingly, they will try, and they will cause their respective group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between any FIS Group member and any LPS Group member as to the interpretation of any provision of this Agreement (or the performance of obligations hereunder), the matter, upon written request of either party, will be referred for resolution to a steering committee established pursuant to Section 7.3(a) of the Distribution Agreement (the “Steering Committee”). The Steering Committee will have two members, one of whom will be appointed by FIS and the other of whom will be appointed by LPS, and each of whom shall be a senior executive of the party appointing the member. The Steering Committee will make a good faith effort to promptly resolve all Disputes referred to it. Steering Committee decisions will be unanimous and will be binding on FIS and LPS. If the Steering Committee does not agree to a resolution of a Dispute within 30 days after the reference of the matter to it, then the parties will be free to exercise the remedies available to them under applicable law, subject to Sections 8.5(b) and 8.5(c).
(b)	Mediation. If the Steering Committee is unable to resolve any Dispute as contemplated by Section 8.5(a), either FIS or LPS may demand mediation of the Dispute by written notice to the other in which case the two parties will select a mediator within 14 days after the demand. Neither party may unreasonably withhold consent to the selection of the mediator. Each of FIS and LPS will bear its own costs of mediation but both parties will share the costs of the mediator equally.
(c)	Arbitration. In the event that the Dispute is not resolved in an amicable manner as set forth in Section 8.5(a) or through mediation pursuant to Section 8.5(b), the latter within 30 days of the submission of the Dispute to mediation, either party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 8.5(c). All Disputes submitted to arbitration pursuant to this Section 8.5(c) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless either party involved elects to utilize an independent referee (“Referee”) mutually acceptable to the parties, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. The arbitration shall be by a single qualified arbitrator (“Arbitrator”) experienced in the matters at issue, such Arbitrator to be mutually agreed upon by FIS and LPS. If the parties fail to agree on an Arbitrator

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within 30 days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any party to the dispute or difference, appoint the Arbitrator. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the Arbitrator (or any place agreed to by the parties and the Arbitrator). Any order or determination of the arbitral tribunal shall be final and binding upon the parties to the arbitration as to matters submitted and may be enforced by any party to the Dispute in any court having jurisdiction over the subject matter or over any of the parties. The parties agree that the length of time to be provided in any arbitration action to conduct discovery shall be limited to 90 days, the length of time to conduct the arbitration hearing shall be limited to ten days (with each party having equal time) and that the Arbitrator shall be required to render his or her decision within 30 days of the completion of the arbitration hearing. All costs and expenses incurred by the Arbitrator shall be shared equally by the parties. Each party shall bear its own costs and expenses in connection with any such arbitration proceeding. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party.

(d)

Non-Exclusive Remedy.

i.

Nothing in this Section 8.5 shall prevent either FIS or LPS from commencing formal litigation proceedings or seeking injunctive or similar relief if any delay resulting from efforts to mediate such Dispute could result in serious and irreparable injury to FIS, LPS or any member of either party’s group.

ii.

Nothing in this Section 8.5 shall prevent either FIS or LPS from immediately seeking injunctive or interim relief in the event of any actual or threatened breach of any confidentiality provisions of the Distribution Agreement. If an arbitral tribunal has not been appointed with respect to any Dispute at the time of such actual or threatened breach, then either party may seek such injunctive or interim relief from any court with jurisdiction over the matter. If an arbitral tribunal has been appointed with respect to any Dispute at the time of such actual or threatened breach, then the parties agree to submit to the jurisdiction of the state and federal courts of Duval County, Florida, pursuant to Section 7.2 of the Distribution Agreement, with respect to such matter.

(e) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement, FIS and LPS are the only members of their respective group entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Section 8.5 or otherwise, and each party will cause its respective group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5(e).

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8.6	Authorization.
	Each of the parties hereto hereby represents and warrants (a) that it has the power and authority to execute, deliver and perform this Agreement, (b) that this Agreement has been duly authorized by all necessary corporate action on the part of each such party, (c) that this Agreement constitutes a legal, valid and binding obligation of each such party and (d) that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
8.7	Successors.
	The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
8.8	Assignment.
	Except for assignments or transfers by operation of law, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.
8.9	Entire Agreement.
	This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
8.10	Governing Law.
	This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida applicable to contracts made and to be performed in the State of Florida.
8.11	Counterparts.
	This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.
8.12	Severability.
	In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and

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	enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
8.13	No Third Party Beneficiaries.
	Except as otherwise provided herein, this Agreement is solely for the benefit of the FIS Group and the LPS Group. This Agreement should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other rights in excess of those existing without reference to this Agreement.
8.14	Waivers.
	The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.
8.15	Setoff.
	All payments to be made by any party under this Agreement may be netted against payments due to such party under this Agreement, but otherwise shall be made without setoff, counterclaim or withholding, all of which are hereby expressly waived.
8.16	Amendments.
	This Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto.
8.17	Schedules.
	Schedules I and II shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

FIDELITY NATIONAL INFORMATION SERVICES, INC.
By:
	Name:
	Title:
LENDER PROCESSING SERVICES, INC.
By:
	Name:
	Title:

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EX-10.3

Exhibit 10.3

FORM OF FIS CORPORATE AND TRANSITIONAL SERVICES AGREEMENT

     This Corporate and Transitional Services Agreement (this “Agreement”) is dated as of June ___, 2008, by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“FIS” or “PROVIDING PARTY”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation (“LPS” or “RECEIVING PARTY”). FIS and LPS shall be referred to together in this Agreement as the “Parties” and individually as a “Party.”

     WHEREAS, in connection with the consummation of the transactions (the “Transactions”) contemplated by that certain Contribution and Distribution Agreement dated as of June ___, 2008 (the “Contribution Agreement”), between FIS and LPS, the Parties wish to enter into a separate agreement for the provision of certain services by FIS and its Subsidiaries to LPS and its Subsidiaries; and

     WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Contribution Agreement;

     NOW THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I
CORPORATE SERVICES

     1.1 Corporate Services. This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the “Corporate Services”).

          (a) Scheduled Services. PROVIDING PARTY, through its Subsidiaries and Affiliates (each as defined below), and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services set forth on Schedule 1.1(a) (the “Scheduled Services”) on and after the date on which the Distribution occurs (the “Effective Date”), with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a). RECEIVING PARTY shall pay fees to PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled Services to be provided as set forth in Schedule 1.1(a). For purposes of this Agreement, “Subsidiary” means, with respect to either Party, any corporation, partnership, company or other entity of which such Party controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body, or otherwise has the power to elect a majority of the members to the board of directors or similar governing body; and “Affiliate” means, with respect to either Party, any corporation, partnership, company, or other entity that directly, or indirectly through one or more

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intermediaries, controls, is controlled by, or is under common control with, such specified Party. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

          (b) Omitted Services. PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly included in the list of Scheduled Services in Schedule 1.1(a), but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective Date, the Parties shall negotiate in good faith a fee to be based on the cost of providing such Omitted Services, which shall in no event be less than the Default Fee (as defined below); provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3).

          (c) Resumed Services. At RECEIVING PARTY’s written request, PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall use commercially reasonable efforts to provide or cause to be provided to RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been terminated at RECEIVING PARTY’s request pursuant to Section 2.2 (the “Resumed Services”); provided, that PROVIDING PARTY shall have no obligation to provide a Resumed Service if providing such Resumed Service will have a material adverse impact on the other Corporate

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Services. Schedule 1.1(a) shall from time to time be amended to reflect the resumption of a Resumed Service and the Resumed Service shall be set forth thereon as a Scheduled Service.

          (d) Special Projects. At RECEIVING PARTY’s written request, PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall use commercially reasonable efforts to provide additional corporate services that are not described in the Schedule 1.1(a) and that are neither Omitted Services nor Resumed Services (“Special Projects”). RECEIVING PARTY shall submit a written request to PROVIDING PARTY specifying the nature of the Special Project and requesting an estimate of the costs applicable for such Special Project and the expected time frame for completion. PROVIDING PARTY shall respond promptly to such written request, but in no event later than twenty (20) days, with a written estimate of the cost of providing such Special Project and the expected time frame for completion (the “Cost Estimate”). If RECEIVING PARTY provides written approval of the Cost Estimate within ten (10) days after PROVIDING PARTY delivers the Cost Estimate, then within a commercially reasonable time after receipt of RECEIVING PARTY’s written request, PROVIDING PARTY shall begin providing the Special Project; provided, that PROVIDING PARTY shall have no obligation to provide a Special Project where, in its reasonable discretion and prior to providing the Cost Estimate, it has determined and notified RECEIVING PARTY in writing that (i) it would not be feasible to provide such Special Project, given reasonable priority to other demands on its resources and capacity both under this Agreement or otherwise or (ii) it lacks the experience or qualifications to provide such Special Project.

     1.2 Provision of Corporate Services; Excused Performance.

          (a) Migration of Services. To the extent commercially reasonable, the Parties will work together and begin the process of migrating the Corporate Services from PROVIDING PARTY to RECEIVING PARTY or one or more of its Subsidiaries or Affiliates or to a third party (at RECEIVING PARTY’s direction) such that the completion of the migration of the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or more of its Subsidiaries or Affiliates or a third party, as the case may be, shall occur prior to the end of the Term. PROVIDING PARTY shall provide or cause to be provided each of the Corporate Services through the expiration of the Term, except (i) as automatically modified by earlier termination of a Corporate Service by RECEIVING PARTY in accordance with this Agreement, (ii) for Corporate Services to or for the benefit of any entity which ceases to be a Subsidiary of RECEIVING PARTY prior to the end of the Term, or (iii) as otherwise agreed to by the Parties in writing.

          (b) Performance Excused. All obligations of PROVIDING PARTY with respect to any one or more individual Corporate Services or Transition Assistance under this Agreement shall be excused to the extent and only for so long as a failure by PROVIDING PARTY with respect thereto is directly attributable to and caused specifically by a failure by RECEIVING PARTY or any of its Subsidiaries to meet their obligations (including any performance) under any other Related Party Agreement (as defined in the Contribution Agreement).

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     1.3 Third Party Vendors; Consents.

          (a) Third Party Consents. PROVIDING PARTY shall use its commercially reasonable efforts to keep and maintain in effect its relationships with its vendors that are integral to the provision of the Corporate Services. PROVIDING PARTY shall use commercially reasonable efforts to procure any waivers, permits, consents or sublicenses required by third party licensors, vendors or service providers under existing agreements with such third parties in order to provide any Corporate Services hereunder (“Third Party Consents”). In the event that PROVIDING PARTY is unable to procure such Third Party Consents on commercially reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another vendor. If, after the Effective Date, any one or more vendors (i) terminates its contractual relationship with PROVIDING PARTY or ceases to provide the products or services associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its desire or plan to terminate its contractual relationship with PROVIDING PARTY or (iii) ceases providing the products or services associated with the Corporate Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another vendor so that RECEIVING PARTY may continue to receive similar products and services.

          (b) No Transfer of Software. PROVIDING PARTY shall not be required to transfer or assign to RECEIVING PARTY any third party software licenses or any hardware owned by PROVIDING PARTY or its Subsidiaries or Affiliates in connection with the provision of the Corporate Services or at the conclusion of the Term.

     1.4 Dispute Resolution.

          (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between PROVIDING PARTY and RECEIVING PARTY in connection with this Agreement (including, without limitation, the standards of performance, delay of performance or non-performance of obligations, or payment or non-payment of fees hereunder), then the Dispute, upon written request of either Party, will be referred for resolution to the president (or similar position) of the division implicated by the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents will have fifteen (15) days to resolve such Dispute. If the presidents of the relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree to a resolution of such Dispute within fifteen (15) days after the reference of the matter to them, such presidents of the relevant divisions will refer such matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final resolution. Notwithstanding anything to the contrary in this Section 1.4, any amendment to the terms of this Agreement may only be effected in accordance with Section 11.10.

          (b) Arbitration. In the event that the Dispute is not resolved in a friendly manner as set forth in Section 1.4(a), either Party involved in the Dispute may submit the dispute

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to binding arbitration pursuant to this Section 1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of either Party to the Dispute, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by either Party to the Dispute in any court having jurisdiction over the subject matter or over either Party. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

          (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking injunctive or interim relief in the event (i) of any actual or threatened breach of any of the provisions of Article VIII or (ii) that the Dispute relates to, or involves a claim of, actual or threatened infringement of intellectual property. All such actions for injunctive or interim relief shall be brought in a court of competent jurisdiction in accordance with Section 11.6. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, and further remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b) above.

          (d) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY, but none of their respective Subsidiaries or Affiliates, are entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Section 1.4 or otherwise, and each Party will cause its respective Affiliates not to commence any dispute resolution procedure other than through such Party as provided in this Section 1.4(d).

          (e) Compensation. RECEIVING PARTY shall continue to make all payments due and owing under Article III for Corporate Services not the subject of a Dispute and shall not off-set such fees by the amount of fees for Corporate Services that are the subject of the Dispute.

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     1.5 Standard of Services.

          (a) General Standard. PROVIDING PARTY shall perform the Corporate Services for RECEIVING PARTY in a professional and competent manner, using standards of performance consistent with its performance of such services for itself.

          (b) Disaster Recovery. During the Term, PROVIDING PARTY shall maintain a disaster recovery program for the Corporate Services substantially consistent with the disaster recovery program in place for such Corporate Services as of the Effective Date. For the avoidance of doubt, the disaster recovery program maintained by PROVIDING PARTY will not include a business continuity program.

          (c) Shortfall in Services. If RECEIVING PARTY provides PROVIDING PARTY with written notice (“Shortfall Notice”) of the occurrence of any Significant Service Shortfall (as defined below), as determined by RECEIVING PARTY in good faith, PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as reasonably possible. For purposes of this Section 1.5(c), a “Significant Service Shortfall” shall be deemed to have occurred if the timing or quality of performance of Corporate Services provided by PROVIDING PARTY hereunder falls below the standard required by Section 1.5(a) hereof; provided that PROVIDING PARTY’s obligations under this Agreement shall be relieved to the extent, and for the duration of, any force majeure event as set forth in Article V.

     1.6 Response Time. PROVIDING PARTY shall respond to and resolve any problems in connection with the Corporate Services for RECEIVING PARTY within a commercially reasonable period of time, using response and proposed resolution times consistent with its response and resolution of such problems for itself.

     1.7 Ownership of Materials; Results and Proceeds. All data and information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with the Corporate Services or the Transition Assistance (as defined in Section 2.3) (the “RECEIVING PARTY Data”), and all results and proceeds of the Corporate Services and the Transition Assistance with regard to the RECEIVING PARTY Data, is and will remain, as between the Parties, the property of RECEIVING PARTY. PROVIDING PARTY shall not and shall not permit its Subsidiaries or Affiliates to use RECEIVING PARTY Data for any purpose other than to provide the Corporate Services or Transition Assistance.

ARTICLE II
TERM AND TRANSITION ASSISTANCE

     2.1 Term. The term (the “Term”) of this Agreement shall commence as of the date hereof and shall continue until the earliest of:

     (i) the date on which the last of the Scheduled Services under this Agreement is terminated,

     (ii) the date on which this Agreement is terminated by mutual agreement of the Parties, or

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     (iii) the second anniversary of the date of this Agreement,

whichever is earlier (in any case, the “Termination Date”); provided, however, that, with respect to any entity that ceases to be a Subsidiary of RECEIVING PARTY prior to the Termination Date, the Term with respect to such entity shall terminate effective as of the date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

     2.2 Termination.

          (a) 30 Day Extension. If RECEIVING PARTY is not able to complete its transition of the Corporate Services by the Termination Date, then upon written notice provided to PROVIDING PARTY at least thirty (30) days prior to the Termination Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY to provide up to thirty (30) days of additional Corporate Services to RECEIVING PARTY; provided, that RECEIVING PARTY shall pay for all such additional Corporate Services.

          (b) Early Termination. If RECEIVING PARTY wishes to terminate a Corporate Service (or a portion thereof) on a date that is earlier than the Termination Date, RECEIVING PARTY shall provide written notice (the “Termination Notice”) to PROVIDING PARTY of a proposed termination date for such Corporate Service (or portion thereof), at least ninety (90) days prior to such proposed termination date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY (the “Termination Dispute Notice”) in the event that PROVIDING PARTY believes in good faith that, notwithstanding PROVIDING PARTY using its commercially reasonable efforts, the requested termination will have a material adverse impact on other Corporate Services and the scope of such adverse impact. In such event, the Parties will resolve the dispute in accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based on the standards set forth above, within ten (10) days of the date on which the Termination Notice was received, then, effective on the termination date proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service (or portion thereof) shall be discontinued (thereafter, a “Discontinued Corporate Service”) and deemed deleted from the Scheduled Services to be provided hereunder and thereafter, this Agreement shall be of no further force and effect with respect to the Discontinued Corporate Service (or portion thereof), except as to obligations accrued prior to the date of discontinuation of such Corporate Service (or portion thereof). Upon the occurrence of any Discontinued Corporate Service, the Parties shall promptly update Schedule 1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be adjusted in accordance therewith and the provisions of Article III. Notwithstanding anything to the contrary contained herein, at any time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to a department within RECEIVING PARTY or its Subsidiaries or Affiliates (an “Employee Shift”), a proportional portion of the relevant Corporate Service shall be deemed automatically terminated. If a Corporate Service, or portion thereof, is terminated as a result of an Employee Shift, then such termination shall take effect as of the date of the Employee Shift, and the adjustment in Corporate Service Fees shall also take effect as of the date of the Employee Shift.

          (c) Termination of All Services. If all Corporate Services shall have been terminated under this Section 2.2 prior to the expiration of the Term, then either Party shall have

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the right to terminate this Agreement by giving written notice to the other Party, which termination shall be effective upon delivery as provided in Section 6.1.

     2.3 Transition Assistance. In preparation for the discontinuation of any Corporate Service provided under this Agreement, PROVIDING PARTY shall, consistent with its obligations to provide Corporate Services hereunder and with the cooperation and assistance of RECEIVING PARTY, use commercially reasonable efforts to provide such knowledge transfer services and to take such steps as are reasonably required in order to facilitate a smooth and efficient transition and/or migration of records to RECEIVING PARTY or its Subsidiaries or Affiliates (or at RECEIVING PARTY’s direction, to a third party) and responsibilities so as to minimize any disruption of services (“Transition Assistance”). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow PROVIDING PARTY to complete the Transition Assistance as early as is commercially reasonable to do so. Fees for any Transition Assistance shall be determined in accordance with the calculation formula and methods applicable to the Scheduled Services that are most similar in nature to the Transition Assistance being so provided, as set forth on the applicable Section of Schedule 1.1(a).

     2.4 Return of Materials. As a Corporate Service or Transition Assistance is terminated, each Party will return all materials and property owned by the other Party, including, without limitation, all RECEIVING PARTY Data, if any, and materials and property of a proprietary nature involving a Party or its Subsidiaries or Affiliates relevant to the provision or receipt of that Corporate Service or Transition Assistance and no longer needed regarding the performance of other Corporate Services or other Transition Assistance under this Agreement, and will do so (and will cause its Subsidiaries and Affiliates to do so) within thirty (30) days after the applicable termination. Upon the end of the Term, each Party will return all material and property of a proprietary nature involving the other Party or its Subsidiaries, in its possession or control (or the possession or control of an Affiliate as a result of the Services provided hereunder) within thirty (30) days after the end of the Term. In addition, upon RECEIVING PARTY’s request, PROVIDING PARTY agrees to provide to RECEIVING PARTY copies of RECEIVING PARTY’s Data, files and records on magnetic media, or such other media as the Parties shall agree upon, to the extent practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY’s Data, files and records.

ARTICLE III
COMPENSATION AND PAYMENTS FOR CORPORATE SERVICES

     3.1 Compensation for Corporate Services.

          (a) Fees Generally. In accordance with the payment terms described in Sections 3.2 and 3.3 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the “Corporate Service Fees”) and in Section 2.3 (the “Transition Assistance Fees”).

          (b) Out of Pocket Costs. Without limiting the foregoing, the Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New

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Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $200,000, on an annualized basis, shall require either (i) the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries, or (ii) the subsequent approval of the chief accounting officer of RECEIVING PARTY (or his/her designee) after his/her receipt of the Monthly Summary Statement (as defined in Section 3.2) provided to RECEIVING PARTY for the calendar month in which the New Out of Pocket Cost was incurred or paid by PROVIDING PARTY on behalf of RECEIVING PARTY. If (x) PROVIDING PARTY has not obtained the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries before incurring or paying any New Out of Pocket Cost that exceeds $200,000 on an annualized basis, and (y) after receiving and reviewing the applicable Monthly Summary Statement, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to dispute the New Out of Pocket Cost until the close of the next audit cycle, provided that if PROVIDING PARTY disagrees with RECEIVING PARTY’s dispute of the New Out of Pocket Cost, then PROVIDING PARTY shall be entitled to exercise its rights under the dispute resolution provisions set forth in Section 1.4. For purposes hereof, the term “Out of Pocket Costs” means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not Affiliates of PROVIDING PARTY in connection with the Corporate Services provided hereunder; and the term “New Out of Pocket Cost” means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to LPS or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which LPS had paid or reimbursed a portion thereof prior to the Effective Date.

     3.2 Monthly Summary Statements. Within 30 days after the end of each calendar month, PROVIDING PARTY shall prepare and deliver to the chief accounting officer (or his/her designee) of RECEIVING PARTY a monthly summary statement (each a “Monthly Summary Statement”) setting forth all of the costs owing by the RECEIVING PARTY to the PROVIDING PARTY, including all Corporate Service Fees, Transition Assistance Fees, Out of Pocket Costs, as calculated in accordance with Section 3.1 and Schedule 1.1(a), and any other charges incurred by, and cost allocations made by, PROVIDING PARTY for or on behalf of RECEIVING PARTY for Corporate Services pursuant to this Agreement. For sake of clarification, the Parties acknowledge that unless and until the Parties agree otherwise, the Monthly Summary Statements required hereunder shall including the applicable monthly costs, fees and expenses owing by RECEIVING PARTY to PROVIDING PARTY for all Related Party Agreements, as well as all other agreements between RECEIVING PARTY and PROVIDING PARTY designated to be included by each of RECEIVING PARTY and PROVIDING PARTY, including the Master Accounting and Billing Agreement between FIS and LPS, and the provisions of this Article III should be read and interpreted in conjunction therewith. The specific form of the Monthly Summary Statement shall be as agreed to between the parties from time to time, acting with commercial reasonableness.

     3.3 Net Amounts Payable.

          (a) Monthly Net Amount. Subject to the provisions of Section 3.3(b), the Parties contemplate that (i) one Monthly Summary Statement will be prepared by FIS with respect to all expenses, costs and fees attributable or allocable to LPS and its subsidiaries under

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all agreements between FIS and/or its subsidiaries, on the one hand, and LPS and/or its subsidiaries, on the other, incurred during the preceding calendar month, (ii) one Monthly Summary Statement will be prepared by LPS with respect to all expenses, costs and fees attributable or allocable to FIS and its subsidiaries under all agreements between LPS and/or its subsidiaries, on the one hand, and FIS and/or its subsidiaries, on the other, incurred during the preceding calendar month, whereupon FIS (on behalf of itself and its subsidiaries) and LPS (on behalf of itself and its subsidiaries) will offset the amounts owing, as shown on their respective Monthly Summary Statements for the same month, so that the net amount owing from the applicable Party can be determined (in any case, the “Monthly Net Amount”). The determination of the Monthly Net Amount owing each month shall be made by PROVIDING PARTY within two (2) Business Days of delivery of the Monthly Summary Statements from each of FIS and LPS, and the PROVIDING PARTY shall provide RECEIVING PARTY with a written statement of the Monthly Net Amount (the “Monthly Net Amount Statement”). Within ten (10) Business Days of the determination of the Monthly Net Amount, the chief accounting officers (or their designees) from each of PROVIDING PARTY and RECEIVING PARTY shall confer together regarding the Monthly Summary Statements and the Monthly Net Amount then owing. If the chief accounting officers (or their designees) agree that the Monthly Net Amount is correct, then within ten (10) Business Days after such conference and agreement, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to or to the order of the other Party, in an amount equal to the Monthly Net Amount. If the chief accounting officers (or their designees) do not agree that the Monthly Net Amount is correct, or if either Party shall otherwise dispute any amounts shown on the applicable Monthly Summary Statement, including without limitation any Out of Pocket Costs, then as soon as reasonably possible after the determination of the Monthly Net Amount but not later than the tenth (10) Business Day thereafter, the disputing Party shall notify the other Party in writing of the nature and basis of the dispute and/or the amount of the adjustment requested. The Parties shall use their reasonable best efforts to resolve the dispute but if the Parties are unable to resolve the dispute within twenty (20) Business Days after the determination date of the Net Amount, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes.

          (b) Alternative Procedures. At any time during the Term of this Agreement, if the Parties mutually agree, the Parties may utilize the following procedures, which will be an alternative to the procedures set forth in Section 3.3(a) above: Only one Monthly Summary

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Statement (the “Combined Monthly Summary Statement”) will be prepared by FIS with respect to all expenses, costs and fees attributable or allocable to each of FIS (and its subsidiaries) and LPS (and its subsidiaries) under all agreements between FIS (and/or any of its subsidiaries), on the one hand, and LPS (and/or any of its subsidiaries), on the other, incurred during the preceding calendar month. A copy of the Combined Monthly Summary Statement will be provided to LPS within 30 calendar days after the end of each calendar month. In addition to setting forth in detail the monthly amounts owing under each such agreement, the Combined Monthly Summary Statement will also set forth the calculation of the offsetting amounts owing, so that the net amount owing from the applicable Party can be determined (the Monthly Net Amount). Within ten (10) Business Days after receiving the Combined Monthly Summary Statement, the LPS chief accounting officer (or his/her designee) shall review the Combined Monthly Summary Statement and the Monthly Net Amount then owing. If the LPS chief accounting officer (or his/her designee) agrees that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then within ten (10) Business Days after LPS’ receipt of the Combined Monthly Summary Statement, LPS shall notify FIS of its agreement to the Monthly Net Amount. If the LPS chief accounting officers (or his/her designee) does not agree that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then before the tenth (10) Business Day after receiving the Combined Monthly Summary Statement, he/she shall notify FIS in writing of the nature and basis of his/her objections and, if known at the time, the amount of the adjustment(s) requested. In any event on or before the 60th calendar day after the end of the calendar month for which the Combined Monthly Summary Statement has been prepared, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to (or to the order of) the other Party, in an amount equal to the Monthly Net Amount. The Parties shall use their reasonable best efforts to resolve LPS’ objections, but if the Parties are unable to resolve their differences within twenty (20) Business Days after LPS’s receipt of the Combined Monthly Summary Statement, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), then the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes.

     3.4 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY, PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of PROVIDING PARTY’s records only with respect to amounts invoiced and Out of Pocket Costs invoiced pursuant to this Article III. Such audits shall be conducted during PROVIDING

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PARTY’s regular office hours and without disruption to PROVIDING PARTY’s business operations and shall be performed at RECEIVING PARTY’s sole expense.

ARTICLE IV
LIMITATION OF LIABILITY

     4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY’S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OR AFFILIATE OF A PARTY HERETO.

     4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS ARTICLE IV.

ARTICLE V
FORCE MAJEURE

     Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the occurrence of a condition described in this Article, the Party whose performance is prevented shall give written notice to the other Party, and the Parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both Parties, of such conditions.

ARTICLE VI
NOTICES AND DEMANDS

     6.1 Notices. Except as otherwise provided under this Agreement (including Schedule 1.1(a)), all notices, requests, claims, demands and other communications under this

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Agreement shall be in writing and shall be deemed given if (i) delivered personally, (ii) sent by a nationally-recognized overnight courier (providing proof of delivery) or (iii) sent by facsimile or electronic transmission (including email), provided that receipt of such facsimile or electronic transmission is immediately confirmed by telephone), in each case to the parties at the following addresses, facsimile numbers or email (or as shall be specified by like notice):

If to PROVIDING PARTY, to:

Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel
Fax: 904-357-1005
Email: ron.cook@fnis.com

If to RECEIVING PARTY, to:

Lender Processing Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel
Fax: 904-357-1036
Email: todd.johnson@lpserv.com

Any notice, request or other communication given as provided above shall be deemed given to the receiving party (i) upon actual receipt, if delivered personally; (ii) on the next Business Day after deposit with an overnight courier, if sent by a nationally-recognized overnight courier; or (iii) upon confirmation of successful transmission if sent by facsimile or email (provided that if given by facsimile or email, such notice, request or other communication shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein).

ARTICLE VII
REMEDIES

     7.1 Remedies Upon Material Breach. In the event of material breach of any provision of this Agreement by a Party, the non-defaulting Party shall give the defaulting Party written notice, and:

          (a) If such breach is for RECEIVING PARTY’s non-payment of an amount that is not in dispute, the defaulting Party shall cure the breach within thirty (30) calendar days of such notice. If the defaulting Party does not cure such breach by such date, then the defaulting Party shall pay the non-defaulting Party the undisputed amount, any interest that has accrued hereunder through the expiration of the cure period plus an additional amount of interest equal to four percent (4%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes. The Parties agree that this rate of interest constitutes reasonable liquidated damages and not an unenforceable penalty.

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          (b) If such breach is for any other material failure to perform in accordance with this Agreement, the defaulting Party shall cure such breach within thirty (30) calendar days of the date of such notice. If the defaulting Party does not cure such breach within such period, then the defaulting Party shall pay the non-defaulting Party all of the non-defaulting Party’s actual damages, subject to Article IV above.

     7.2 Survival Upon Expiration or Termination. The provisions of Section 1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV (Limitation of Liability), Article VI (Notices and Demands), this Section 7.2, Article VIII (Confidentiality), Article X (Indemnification) and Article XI (Miscellaneous) shall survive the termination or expiration of this Agreement unless otherwise agreed to in writing by both Parties.

ARTICLE VIII
CONFIDENTIALITY

     8.1 Confidential Information. Each Party shall use at least the same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information; provided that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, “Confidential Information” includes all confidential or proprietary information and documentation of either Party, including the terms of this Agreement, including with respect to each Party, all of its software, data, financial information all reports, exhibits and other documentation prepared by any of its Subsidiaries or Affiliates. Each Party shall use the Confidential Information of the other Party only in connection with the purposes of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purpose. Each Party shall advise its respective employees, subcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party pursuant to applicable law, or by order or request of any court or government agency; provided that prior to such disclosure the Party making such disclosure shall (a) immediately give notice to the other Party, (b) cooperate with the other Party in challenging the right to such access and (c) only provide such information as is required by law, court order or a final, non-appealable ruling of a court of proper jurisdiction. Confidential Information of a Party will not be afforded the protection of this Article VIII if such Confidential Information was (A) developed by the other Party independently as shown by its written business records regularly kept, (B) rightfully obtained by the other Party without restriction from a third party, (C) publicly available other than through the fault or negligence of the other Party or (D) released by the Party that owns or has the rights to the Confidential Information without restriction to anyone.

     8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING PARTY acknowledges that, in the course of providing Corporate Services pursuant to this Agreement, PROVIDING PARTY may have access to (a) documents, data, databases or communications that are subject to attorney client privilege and/or (b) privileged work product prepared by or on behalf of the Affiliates of RECEIVING PARTY in anticipation of litigation with third parties (collectively, the “Privileged Work Product”) and RECEIVING PARTY represents and PROVIDING PARTY understands that all Privileged Work Product is protected from disclosure by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and

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regulations under the law chosen to govern the construction of this Agreement. RECEIVING PARTY represents and PROVIDING PARTY understands the importance of maintaining the strict confidentiality of the Privileged Work Product to protect the attorney client privilege, work product doctrine and other privileges and rights associated with such Privileged Work Product pursuant to such Rule 26 and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. After PROVIDING PARTY is notified or otherwise becomes aware that documents, data, database, or communications are Privileged Work Product, only PROVIDING PARTY personnel for whom such access is necessary for the purposes of providing Services to RECEIVING PARTY as provided in this Agreement shall have access to such Privileged Work Product. Should PROVIDING PARTY ever be notified of any judicial or other proceeding seeking to obtain access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the right to such access and (C) only provide such information as is required by a final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY shall pay all of the cost incurred by PROVIDING PARTY in complying with the immediately preceding sentence. RECEIVING PARTY has the right and duty to represent PROVIDING PARTY in such resistance or to select and compensate counsel to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable attorneys’ fees and expenses as such fees and expenses are incurred in resisting such access. If PROVIDING PARTY is ultimately required, pursuant to an order of a court of competent jurisdiction, to produce documents, disclose data, or otherwise act in contravention of the confidentiality obligations imposed in this Article VIII, or otherwise with respect to maintaining the confidentiality, proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is not liable for breach of such obligation to the extent such liability does not result from failure of PROVIDING PARTY to abide by the terms of this Article VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be deemed Confidential Information, except as specifically authorized in this Agreement or as shall be required by law.

     8.3 Unauthorized Acts. Each Party shall (a) notify the other Party promptly of any unauthorized possession, use, or knowledge of any Confidential Information by any person which shall become known to it, any attempt by any person to gain possession of Confidential Information without authorization or any attempt to use or acquire knowledge of any Confidential Information without authorization (collectively, “Unauthorized Access”), (b) promptly furnish to the other Party full details of the Unauthorized Access and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any Unauthorized Access, (c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights, and (d) use commercially reasonable efforts to prevent a reoccurrence of any such Unauthorized Access.

     8.4 Publicity. Except as required by law or national stock exchange rule or as allowed by any Related Party Agreement, neither Party shall issue any press release, distribute any advertising, or make any public announcement or disclosure (a) identifying the other Party by name, trademark or otherwise or (b) concerning this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing sentence, in the event either Party is required to issue a press release relating to this Agreement or any of the transactions contemplated by this Agreement, or by the laws or regulations of any governmental authority, agency or self-regulatory agency, such Party shall (A) give notice and a copy of the proposed press release to

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the other Party as far in advance as reasonably possible, but in any event not less than five (5) days prior to publication of such press release and (B) make any changes to such press release reasonably requested by the other Party. In addition, RECEIVING PARTY may communicate the existence of the business relationship contemplated by the terms of this Agreement internally within PROVIDING PARTY’s organization and orally and in writing communicate PROVIDING PARTY’s identity as a reference with potential and existing customers.

     8.5 Data Privacy. (a) Where, in connection with this Agreement, PROVIDING PARTY processes or stores information about a living individual that is held in automatically processable form (for example in a computerized database) or in a structured manual filing system (“Personal Data”), on behalf of any Subsidiaries of RECEIVING PARTY or their clients, then PROVIDING PARTY shall implement appropriate measures to protect those personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and shall use such data solely for purposes of carrying out its obligations under this Agreement.

          (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to take such steps to preserve data privacy in the processing of those Personal Data as are reasonably necessary for the performance of this Agreement.

          (c) Subsidiaries of RECEIVING PARTY may, in connection with this Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING PARTY’s employees, directors and other officers involved in providing Corporate Services hereunder. Such Personal Data may be collected from PROVIDING PARTY, its employees, its directors, its officers, or from other (for example, published) sources; and some limited personal data may be collected indirectly at RECEIVING PARTY’s (or Subsidiaries of RECEIVING PARTY’s) locations from monitoring devices or by other means (e.g., telephone logs, closed circuit TV and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING PARTY or PROVIDING PARTY’s employees, directors or other officers to provide Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY may use and disclose any such data disclosed by PROVIDING PARTY solely for purposes connected with this Agreement and for the relevant purposes specified in the data privacy policy of the Subsidiary of RECEIVING PARTY (a copy of which is available on request.) RECEIVING PARTY will maintain the same level of protection for Personal Data collected from PROVIDING PARTY (and PROVIDING PARTY’s employees, directors and officers, as appropriate) as RECEIVING PARTY maintains with its own Personal Data, and will implement appropriate administrative, physical and technical measures to protect the personal data collected from PROVIDING PARTY and PROVIDING PARTY’s employees, directors and other officers against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access.

ARTICLE IX
REPRESENTATIONS, WARRANTIES AND COVENANTS

     EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND

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DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED BY PROVIDING PARTY.

ARTICLE X
INDEMNIFICATION

     10.1 Indemnification.

          (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend and hold harmless PROVIDING PARTY, each Subsidiary and Affiliate of PROVIDING PARTY, each of their respective past and present directors, officers, employees, agents, consultants, advisors, accountants and attorneys (“Representatives”), and each of their respective successors and assigns (collectively, the “PROVIDING PARTY Indemnified Parties”) from and against any and all Damages (as defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties arising or resulting from the provision of Corporate Services hereunder, which Damages shall be reduced to the extent of:

     (i) Damages caused or contributed to by PROVIDING PARTY’s negligence, willful misconduct or violation or law; or

     (ii) Damages caused or contributed to by a breach of this Agreement by PROVIDING PARTY.

“Damages” means, subject to Article IV hereof, all losses, claims, demands, damages, liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action).

          (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY will have no liability to RECEIVING PARTY for or in connection with any of the Corporate Services rendered hereunder or for any actions or omissions of PROVIDING PARTY in connection with the provision of any Corporate Services hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary and Affiliate of RECEIVING PARTY, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “RECEIVING PARTY Indemnified Parties”) from and against any and

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all Damages incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or resulting from either of the following:

     (i) any claim that PROVIDING PARTY’s use of the software or other intellectual property used to provide the Corporate Services or Transition Assistance, or any results and proceeds of such Corporate Services or Transition Assistance, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by RECEIVING PARTY without PROVIDING PARTY’s authorization or participation, or

     (ii) PROVIDING PARTY’s gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii) above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY’s equitable share of such Damages determined in accordance with its relative culpability for such Damages or the relative fault of RECEIVING PARTY or its Subsidiaries.

     10.2 Indemnification Procedures.

          (a) Claim Notice. A Party that seeks indemnity under this Article X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

          (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Section 1.4.

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          (c) Contested Claims. In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

          (d) Third Party Claims.

     (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a person or entity who is not a Party hereto or a Subsidiary or Affiliate of a Party hereto of any claim or the commencement of any action (a “Third-Party Claim”) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article X, the Indemnified Party will give written notification to the Indemnifying Party of the Third-Party Claim. Such notification will be given within fifteen (15) days after receipt by the Indemnified Party of notice of such Third-Party Claim, will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and will describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure. Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party will control such defense.

     (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense.

     (iii) The Party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such Third-Party Claim and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such Information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Claim.

     (iv) The Indemnifying Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior

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written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that the consent of the Indemnified Party will not be required if (A) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, and (B) such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

ARTICLE XI
MISCELLANEOUS

     11.1 Relationship of the Parties. The Parties declare and agree that each Party is engaged in a business that is independent from that of the other Party and each Party shall perform its obligations as an independent contractor. It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not partners, and nothing contained herein is intended to create an agency relationship or a partnership or joint venture with respect to the Corporate Services. Neither Party is an agent of the other and neither Party has any authority to represent or bind the other Party as to any matters, except as authorized herein or in writing by such other Party from time to time.

     11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for payment of compensation to its employees and, as between the Parties, for its Subsidiaries’ employees and for any injury to them in the course of their employment. PROVIDING PARTY shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

          (b) RECEIVING PARTY shall be solely responsible for payment of compensation to its employees and, as between the Parties, for its Subsidiaries’ employees and for any injury to them in the course of their employment. RECEIVING PARTY shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

     11.3 Assignment. Neither Party may assign, transfer or convey any right, obligation or duty, in whole or in part, or of any other interest under this Agreement relating to such Corporate Services without the prior written consent of the other Party, including any assignment, transfer or conveyance in connection with a sale of an asset to which one or more of the Corporate Services relate. All obligations and duties of a Party under this Agreement shall be binding on all successors in interest and permitted assigns of such Party. Each Party may use its Subsidiaries or Affiliates or subcontractors to perform the Corporate Services; provided that such use shall not relieve such assigning Party of liability for its responsibilities and obligations.

     11.4 Severability. In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under law, such unenforceability

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shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision or provisions had never been contained herein.

     11.5 Third Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties and their Affiliates and not for any other person. However, should any third party institute proceedings, this Agreement shall not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right.

     11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to such State’s laws and principles regarding the conflict of laws. Subject to Section 1.4, if any Dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Jacksonville, Florida, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

     11.7 Executed in Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document.

     11.8 Construction. The headings and numbering of articles, Sections and paragraphs in this Agreement are for convenience only and shall not be construed to define or limit any of the terms or affect the scope, meaning, or interpretation of this Agreement or the particular Article or Section to which they relate. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any Party because that Party drafted or caused its legal representative to draft any of its provisions.

     11.9 Entire Agreement. This Agreement, including all attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, representations, statements, negotiations, understandings, proposals and undertakings, with respect to the subject matter hereof.

     11.10 Amendments and Waivers. The Parties may amend this Agreement only by a written agreement signed by each Party and that identifies itself as an amendment to this Agreement. No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on behalf of the Party against whom such waiver or consent is claimed. No course of dealing or failure of any Party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default.

     11.11 Remedies Cumulative. Unless otherwise provided for under this Agreement, all rights of termination or cancellation, or other remedies set forth in this Agreement, are cumulative and are not intended to be exclusive of other remedies to which the injured Party may be entitled by law or equity in case of any breach or threatened breach by the other Party of any

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provision in this Agreement. Unless otherwise provided for under this Agreement, use of one or more remedies shall not bar use of any other remedy for the purpose of enforcing any provision of this Agreement.

     11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this Agreement are exclusive of any applicable taxes required by law to be collected from RECEIVING PARTY (including, without limitation, withholding, sales, use, excise, or services tax, which may be assessed on the provision of Corporate Services). In the event that a withholding, sales, use, excise, or services tax is assessed on the provision of any of the Corporate Services under this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify PROVIDING PARTY for such tax, plus any applicable interest and penalties. The Parties will cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by either Party.

     11.13 Changes in Law. PROVIDING PARTY’s obligations to provide Corporate Services hereunder are to provide such Corporate Services in accordance with applicable laws as in effect on the date of this Agreement. Each Party reserves the right to take all actions in order to ensure that the Corporate Services and Transition Assistance are provided in accordance with any applicable laws.

     11.14 Effectiveness. Notwithstanding the date hereof, this Agreement shall become effective as of the date of the Distribution, as more fully described in the Contribution Agreement.

     IN WITNESS WHEREOF, the Parties, acting through their authorized officers, have caused this Agreement to be duly executed and delivered as of the date first above written.

PROVIDING PARTY: Fidelity National Information Services, Inc.
By
	Name:
	Title:

RECEIVING PARTY: Lender Processing Services, Inc.
By
	Name:
	Title:

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EX-10.4

Exhibit 10.4

FORM OF FNF CORPORATE AND TRANSITIONAL SERVICES AGREEMENT

     This Corporate and Transitional Services Agreement (this “Agreement”) is dated as of June ___, 2008, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF” or “PROVIDING PARTY”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation (“LPS” or “RECEIVING PARTY”). FNF and LPS shall be referred to together in this Agreement as the “Parties” and individually as a “Party.”

     WHEREAS, FNF is a party to an Amended and Restated Corporate Services Agreement dated as of October 23, 2006 with respect to the provision of certain corporate services by FNF and its Subsidiaries (as hereinafter defined) to Fidelity National Information Services, Inc., a Georgia corporation (“FIS”); and

     WHEREAS, in connection with the separation of FIS and LPS and the consummation of the transactions (the “Transactions”) contemplated by that certain Contribution and Distribution Agreement dated as of June ___, 2008 (the “Contribution Agreement”), between FIS and LPS, the Parties wish to enter into a separate agreement for the provision of certain services by FNF and its Subsidiaries to LPS and its Subsidiaries; and

     WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Contribution Agreement;

     NOW THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I
CORPORATE SERVICES

     1.1 Corporate Services. This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the “Corporate Services”).

          (a) Scheduled Services. PROVIDING PARTY, through its Subsidiaries and Affiliates (each as defined below), and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services set forth on Schedule 1.1(a) (the “Scheduled Services”) on and after the date on which the Distribution occurs (the “Effective Date”), with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a). RECEIVING PARTY shall pay fees to PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled Services to be provided as set forth in Schedule 1.1(a). For purposes of this Agreement, “Subsidiary” means, with respect to either Party, any corporation, partnership, company or other entity of which such Party

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controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body, or otherwise has the power to elect a majority of the members to the board of directors or similar governing body; and “Affiliate” means, with respect to either Party, any corporation, partnership, company, or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Party. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

          (b) Omitted Services. PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly included in the list of Scheduled Services in Schedule 1.1(a), but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective Date, the Parties shall negotiate in good faith a fee to be based on the cost of providing such Omitted Services, which shall in no event be less than the Default Fee (as defined below); provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3).

          (c) Resumed Services. At RECEIVING PARTY’s written request, PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall use commercially reasonable efforts to provide or cause to be

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provided to RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been terminated at RECEIVING PARTY’s request pursuant to Section 2.2 (the “Resumed Services”); provided, that PROVIDING PARTY shall have no obligation to provide a Resumed Service if providing such Resumed Service will have a material adverse impact on the other Corporate Services. Schedule 1.1(a) shall from time to time be amended to reflect the resumption of a Resumed Service and the Resumed Service shall be set forth thereon as a Scheduled Service.

          (d) Special Projects. At RECEIVING PARTY’s written request, PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall use commercially reasonable efforts to provide additional corporate services that are not described in the Schedule 1.1(a) and that are neither Omitted Services nor Resumed Services (“Special Projects”). RECEIVING PARTY shall submit a written request to PROVIDING PARTY specifying the nature of the Special Project and requesting an estimate of the costs applicable for such Special Project and the expected time frame for completion. PROVIDING PARTY shall respond promptly to such written request, but in no event later than twenty (20) days, with a written estimate of the cost of providing such Special Project and the expected time frame for completion (the “Cost Estimate”). If RECEIVING PARTY provides written approval of the Cost Estimate within ten (10) days after PROVIDING PARTY delivers the Cost Estimate, then within a commercially reasonable time after receipt of RECEIVING PARTY’s written request, PROVIDING PARTY shall begin providing the Special Project; provided, that PROVIDING PARTY shall have no obligation to provide a Special Project where, in its reasonable discretion and prior to providing the Cost Estimate, it has determined and notified RECEIVING PARTY in writing that (i) it would not be feasible to provide such Special Project, given reasonable priority to other demands on its resources and capacity both under this Agreement or otherwise or (ii) it lacks the experience or qualifications to provide such Special Project.

     1.2 Provision of Corporate Services; Excused Performance.

          (a) Migration of Services. To the extent commercially reasonable, the Parties will work together and begin the process of migrating the Corporate Services from PROVIDING PARTY to RECEIVING PARTY or one or more of its Subsidiaries or Affiliates or to a third party (at RECEIVING PARTY’s direction) such that the completion of the migration of the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or more of its Subsidiaries or Affiliates or a third party, as the case may be, shall occur prior to the end of the Term. PROVIDING PARTY shall provide or cause to be provided each of the Corporate Services through the expiration of the Term, except (i) as automatically modified by earlier termination of a Corporate Service by RECEIVING PARTY in accordance with this Agreement, (ii) for Corporate Services to or for the benefit of any entity which ceases to be a Subsidiary of RECEIVING PARTY prior to the end of the Term, or (iii) as otherwise agreed to by the Parties in writing.

          (b) Performance Excused. All obligations of PROVIDING PARTY with respect to any one or more individual Corporate Services or Transition Assistance under this Agreement shall be excused to the extent and only for so long as a failure by PROVIDING PARTY with respect thereto is directly attributable to and caused specifically by a failure by RECEIVING PARTY or any of its Subsidiaries to meet their obligations (including any

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performance) under the Master Information Technology and Development Services Agreement dated as of June ___, 2008 by and between LPS, as the service provider, and FNF, as service recipient.

     1.3 Third Party Vendors; Consents.

          (a) Third Party Consents. PROVIDING PARTY shall use its commercially reasonable efforts to keep and maintain in effect its relationships with its vendors that are integral to the provision of the Corporate Services. PROVIDING PARTY shall use commercially reasonable efforts to procure any waivers, permits, consents or sublicenses required by third party licensors, vendors or service providers under existing agreements with such third parties in order to provide any Corporate Services hereunder (“Third Party Consents”). In the event that PROVIDING PARTY is unable to procure such Third Party Consents on commercially reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another vendor. If, after the Effective Date, any one or more vendors (i) terminates its contractual relationship with PROVIDING PARTY or ceases to provide the products or services associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its desire or plan to terminate its contractual relationship with PROVIDING PARTY or (iii) ceases providing the products or services associated with the Corporate Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another vendor so that RECEIVING PARTY may continue to receive similar products and services.

          (b) No Transfer of Software. PROVIDING PARTY shall not be required to transfer or assign to RECEIVING PARTY any third party software licenses or any hardware owned by PROVIDING PARTY or its Subsidiaries or Affiliates in connection with the provision of the Corporate Services or at the conclusion of the Term.

     1.4 Dispute Resolution.

          (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between PROVIDING PARTY and RECEIVING PARTY in connection with this Agreement (including, without limitation, the standards of performance, delay of performance or non-performance of obligations, or payment or non-payment of fees hereunder), then the Dispute, upon written request of either Party, will be referred for resolution to the president (or similar position) of the division implicated by the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents will have fifteen (15) days to resolve such Dispute. If the presidents of the relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree to a resolution of such Dispute within fifteen (15) days after the reference of the matter to them, such presidents of the relevant divisions will refer such matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final resolution. Notwithstanding anything

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to the contrary in this Section 1.4, any amendment to the terms of this Agreement may only be effected in accordance with Section 11.10.

          (b) Arbitration. In the event that the Dispute is not resolved in a friendly manner as set forth in Section 1.4(a), either Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of either Party to the Dispute, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by either Party to the Dispute in any court having jurisdiction over the subject matter or over either Party. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

          (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking injunctive or interim relief in the event (i) of any actual or threatened breach of any of the provisions of Article VIII or (ii) that the Dispute relates to, or involves a claim of, actual or threatened infringement of intellectual property. All such actions for injunctive or interim relief shall be brought in a court of competent jurisdiction in accordance with Section 11.6. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, and further remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b) above.

          (d) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY, but none of their respective Subsidiaries or Affiliates, are entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Section 1.4 or otherwise, and each Party will cause its respective Affiliates not to commence any dispute resolution procedure other than through such Party as provided in this Section 1.4(d).

          (e) Compensation. RECEIVING PARTY shall continue to make all payments due and owing under Article III for Corporate Services not the subject of a Dispute and

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shall not off-set such fees by the amount of fees for Corporate Services that are the subject of the Dispute.

     1.5 Standard of Services.

          (a) General Standard. PROVIDING PARTY shall perform the Corporate Services for RECEIVING PARTY in a professional and competent manner, using standards of performance consistent with its performance of such services for itself.

          (b) Disaster Recovery. During the Term, PROVIDING PARTY shall maintain a disaster recovery program for the Corporate Services substantially consistent with the disaster recovery program in place for such Corporate Services as of the Effective Date. For the avoidance of doubt, the disaster recovery program maintained by PROVIDING PARTY will not include a business continuity program.

          (c) Shortfall in Services. If RECEIVING PARTY provides PROVIDING PARTY with written notice (“Shortfall Notice”) of the occurrence of any Significant Service Shortfall (as defined below), as determined by RECEIVING PARTY in good faith, PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as reasonably possible. For purposes of this Section 1.5(c), a “Significant Service Shortfall” shall be deemed to have occurred if the timing or quality of performance of Corporate Services provided by PROVIDING PARTY hereunder falls below the standard required by Section 1.5(a) hereof; provided that PROVIDING PARTY’s obligations under this Agreement shall be relieved to the extent, and for the duration of, any force majeure event as set forth in Article V.

     1.6 Response Time. PROVIDING PARTY shall respond to and resolve any problems in connection with the Corporate Services for RECEIVING PARTY within a commercially reasonable period of time, using response and proposed resolution times consistent with its response and resolution of such problems for itself.

     1.7 Ownership of Materials; Results and Proceeds. All data and information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with the Corporate Services or the Transition Assistance (as defined in Section 2.3) (the “RECEIVING PARTY Data”), and all results and proceeds of the Corporate Services and the Transition Assistance with regard to the RECEIVING PARTY Data, is and will remain, as between the Parties, the property of RECEIVING PARTY. PROVIDING PARTY shall not and shall not permit its Subsidiaries or Affiliates to use RECEIVING PARTY Data for any purpose other than to provide the Corporate Services or Transition Assistance.

ARTICLE II
TERM AND TRANSITION ASSISTANCE

     2.1 Term. The term (the “Term”) of this Agreement shall commence as of the date hereof and shall continue until the earliest of:

     (i) the date on which the last of the Scheduled Services under this Agreement is terminated,

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     (ii) the date on which this Agreement is terminated by mutual agreement of the Parties, or

     (iii) the second anniversary of the date of this Agreement,

whichever is earlier (in any case, the “Termination Date”); provided, however, that, with respect to any entity that ceases to be a Subsidiary of RECEIVING PARTY prior to the Termination Date, the Term with respect to such entity shall terminate effective as of the date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

     2.2 Termination.

          (a) 30 Day Extension. If RECEIVING PARTY is not able to complete its transition of the Corporate Services by the Termination Date, then upon written notice provided to PROVIDING PARTY at least thirty (30) days prior to the Termination Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY to provide up to thirty (30) days of additional Corporate Services to RECEIVING PARTY; provided, that RECEIVING PARTY shall pay for all such additional Corporate Services.

          (b) Early Termination. If RECEIVING PARTY wishes to terminate a Corporate Service (or a portion thereof) on a date that is earlier than the Termination Date, RECEIVING PARTY shall provide written notice (the “Termination Notice”) to PROVIDING PARTY of a proposed termination date for such Corporate Service (or portion thereof), at least ninety (90) days prior to such proposed termination date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY (the “Termination Dispute Notice”) in the event that PROVIDING PARTY believes in good faith that, notwithstanding PROVIDING PARTY using its commercially reasonable efforts, the requested termination will have a material adverse impact on other Corporate Services and the scope of such adverse impact. In such event, the Parties will resolve the dispute in accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based on the standards set forth above, within ten (10) days of the date on which the Termination Notice was received, then, effective on the termination date proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service (or portion thereof) shall be discontinued (thereafter, a “Discontinued Corporate Service”) and deemed deleted from the Scheduled Services to be provided hereunder and thereafter, this Agreement shall be of no further force and effect with respect to the Discontinued Corporate Service (or portion thereof), except as to obligations accrued prior to the date of discontinuation of such Corporate Service (or portion thereof). Upon the occurrence of any Discontinued Corporate Service, the Parties shall promptly update Schedule 1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be adjusted in accordance therewith and the provisions of Article III. Notwithstanding anything to the contrary contained herein, at any time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to a department within RECEIVING PARTY or its Subsidiaries or Affiliates (an “Employee Shift”), a proportional portion of the relevant Corporate Service shall be deemed automatically terminated. If a Corporate Service, or portion thereof, is terminated as a result of an Employee Shift, then such termination shall take effect as of the date of the Employee Shift, and the adjustment in Corporate Service Fees shall also take effect as of the date of the Employee Shift.

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          (c) Termination of All Services. If all Corporate Services shall have been terminated under this Section 2.2 prior to the expiration of the Term, then either Party shall have the right to terminate this Agreement by giving written notice to the other Party, which termination shall be effective upon delivery as provided in Section 6.1.

     2.3 Transition Assistance. In preparation for the discontinuation of any Corporate Service provided under this Agreement, PROVIDING PARTY shall, consistent with its obligations to provide Corporate Services hereunder and with the cooperation and assistance of RECEIVING PARTY, use commercially reasonable efforts to provide such knowledge transfer services and to take such steps as are reasonably required in order to facilitate a smooth and efficient transition and/or migration of records to RECEIVING PARTY or its Subsidiaries or Affiliates (or at RECEIVING PARTY’s direction, to a third party) and responsibilities so as to minimize any disruption of services (“Transition Assistance”). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow PROVIDING PARTY to complete the Transition Assistance as early as is commercially reasonable to do so. Fees for any Transition Assistance shall be determined in accordance with the calculation formula and methods applicable to the Scheduled Services that are most similar in nature to the Transition Assistance being so provided, as set forth on the applicable Section of Schedule 1.1(a).

     2.4 Return of Materials. As a Corporate Service or Transition Assistance is terminated, each Party will return all materials and property owned by the other Party, including, without limitation, all RECEIVING PARTY Data, if any, and materials and property of a proprietary nature involving a Party or its Subsidiaries or Affiliates relevant to the provision or receipt of that Corporate Service or Transition Assistance and no longer needed regarding the performance of other Corporate Services or other Transition Assistance under this Agreement, and will do so (and will cause its Subsidiaries and Affiliates to do so) within thirty (30) days after the applicable termination. Upon the end of the Term, each Party will return all material and property of a proprietary nature involving the other Party or its Subsidiaries, in its possession or control (or the possession or control of an Affiliate as a result of the Services provided hereunder) within thirty (30) days after the end of the Term. In addition, upon RECEIVING PARTY’s request, PROVIDING PARTY agrees to provide to RECEIVING PARTY copies of RECEIVING PARTY’s Data, files and records on magnetic media, or such other media as the Parties shall agree upon, to the extent practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY’s Data, files and records.

ARTICLE III
COMPENSATION AND PAYMENTS FOR CORPORATE SERVICES

     3.1 Compensation for Corporate Services.

          (a) Fees Generally. In accordance with the payment terms described in Sections 3.2 and 3.3 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the “Corporate Service Fees”) and in Section 2.3 (the “Transition Assistance Fees”).

          (b) Out of Pocket Costs. Without limiting the foregoing, the Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING

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PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $200,000, on an annualized basis, shall require either (i) the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries, or (ii) the subsequent approval of the chief accounting officer of RECEIVING PARTY (or his/her designee) after his/her receipt of the Monthly Summary Statement (as defined in Section 3.2) provided to RECEIVING PARTY for the calendar month in which the New Out of Pocket Cost was incurred or paid by PROVIDING PARTY on behalf of RECEIVING PARTY. If (x) PROVIDING PARTY has not obtained the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries before incurring or paying any New Out of Pocket Cost that exceeds $200,000 on an annualized basis, and (y) after receiving and reviewing the applicable Monthly Summary Statement, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to dispute the New Out of Pocket Cost until the close of the next audit cycle, provided that if PROVIDING PARTY disagrees with RECEIVING PARTY’s dispute of the New Out of Pocket Cost, then PROVIDING PARTY shall be entitled to exercise its rights under the dispute resolution provisions set forth in Section 1.4. For purposes hereof, the term “Out of Pocket Costs” means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not Affiliates of PROVIDING PARTY in connection with the Corporate Services provided hereunder; and the term “New Out of Pocket Cost” means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to LPS or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which LPS had paid or reimbursed a portion thereof prior to the Effective Date.

     3.2 Monthly Summary Statements. Within 30 days after the end of each calendar month, PROVIDING PARTY shall prepare and deliver to the chief accounting officer (or his/her designee) of RECEIVING PARTY a monthly summary statement (each a “Monthly Summary Statement”) setting forth all of the costs owing by the RECEIVING PARTY to the PROVIDING PARTY, including all Corporate Service Fees, Transition Assistance Fees, Out of Pocket Costs, as calculated in accordance with Section 3.1 and Schedule 1.1(a), and any other charges incurred by, and cost allocations made by, PROVIDING PARTY for or on behalf of RECEIVING PARTY for Corporate Services pursuant to this Agreement. For sake of clarification, the Parties acknowledge that unless and until the Parties agree otherwise, the Monthly Summary Statements required hereunder shall including the applicable monthly costs, fees and expenses owing by RECEIVING PARTY to PROVIDING PARTY for all Related Party Agreements, as well as all other agreements between RECEIVING PARTY and PROVIDING PARTY designated to be included by each of RECEIVING PARTY and PROVIDING PARTY, including the Master Accounting and Billing Agreement between FNF and LPS, and the provisions of this Article III should be read and interpreted in conjunction therewith. The specific form of the Monthly Summary Statement shall be as agreed to between the parties from time to time, acting with commercial reasonableness.

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     3.3 Net Amounts Payable.

          (a) Monthly Net Amount. Subject to the provisions of Section 3.3(b), the Parties contemplate that (i) one Monthly Summary Statement will be prepared by FNF with respect to all expenses, costs and fees attributable or allocable to LPS and its subsidiaries under all agreements between FNF and/or its subsidiaries, on the one hand, and LPS and/or its subsidiaries, on the other, incurred during the preceding calendar month, (ii) one Monthly Summary Statement will be prepared by LPS with respect to all expenses, costs and fees attributable or allocable to FNF and its subsidiaries under all agreements between LPS and/or its subsidiaries, on the one hand, and FNF and/or its subsidiaries, on the other, incurred during the preceding calendar month, whereupon FNF (on behalf of itself and its subsidiaries) and LPS (on behalf of itself and its subsidiaries) will offset the amounts owing, as shown on their respective Monthly Summary Statements for the same month, so that the net amount owing from the applicable Party can be determined (in any case, the “Monthly Net Amount”). The determination of the Monthly Net Amount owing each month shall be made by PROVIDING PARTY within two (2) Business Days of delivery of the Monthly Summary Statements from each of FNF and LPS, and the PROVIDING PARTY shall provide RECEIVING PARTY with a written statement of the Monthly Net Amount (the “Monthly Net Amount Statement”). Within ten (10) Business Days of the determination of the Monthly Net Amount, the chief accounting officers (or their designees) from each of PROVIDING PARTY and RECEIVING PARTY shall confer together regarding the Monthly Summary Statements and the Monthly Net Amount then owing. If the chief accounting officers (or their designees) agree that the Monthly Net Amount is correct, then within ten (10) Business Days after such conference and agreement, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to or to the order of the other Party, in an amount equal to the Monthly Net Amount. If the chief accounting officers (or their designees) do not agree that the Monthly Net Amount is correct, or if either Party shall otherwise dispute any amounts shown on the applicable Monthly Summary Statement, including without limitation any Out of Pocket Costs, then as soon as reasonably possible after the determination of the Monthly Net Amount but not later than the tenth (10) Business Day thereafter, the disputing Party shall notify the other Party in writing of the nature and basis of the dispute and/or the amount of the adjustment requested. The Parties shall use their reasonable best efforts to resolve the dispute but if the Parties are unable to resolve the dispute within twenty (20) Business Days after the determination date of the Net Amount, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent

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edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes.

          (b) Alternative Procedures. At any time during the Term of this Agreement, if the Parties mutually agree, the Parties may utilize the following procedures, which will be an alternative to the procedures set forth in Section 3.3(a) above: Only one Monthly Summary Statement (the “Combined Monthly Summary Statement”) will be prepared by FNF with respect to all expenses, costs and fees attributable or allocable to each of FNF (and its subsidiaries) and LPS (and its subsidiaries) under all agreements between FNF (and/or any of its subsidiaries), on the one hand, and LPS (and/or any of its subsidiaries), on the other, incurred during the preceding calendar month. A copy of the Combined Monthly Summary Statement will be provided to LPS within 30 calendar days after the end of each calendar month. In addition to setting forth in detail the monthly amounts owing under each such agreement, the Combined Monthly Summary Statement will also set forth the calculation of the offsetting amounts owing, so that the net amount owing from the applicable Party can be determined (the Monthly Net Amount). Within ten (10) Business Days after receiving the Combined Monthly Summary Statement, the LPS chief accounting officer (or his/her designee) shall review the Combined Monthly Summary Statement and the Monthly Net Amount then owing. If the LPS chief accounting officer (or his/her designee) agrees that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then within ten (10) Business Days after LPS’s receipt of the Combined Monthly Summary Statement, LPS shall notify FNF of its agreement to the Monthly Net Amount. If the LPS chief accounting officers (or his/her designee) does not agree that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then before the tenth (10) Business Day after receiving the Combined Monthly Summary Statement, he/she shall notify FNF in writing of the nature and basis of his/her objections and, if known at the time, the amount of the adjustment(s) requested. In any event on or before the 60th calendar day after the end of the calendar month for which the Combined Monthly Summary Statement has been prepared, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to (or to the order of) the other Party, in an amount equal to the Monthly Net Amount. The Parties shall use their reasonable best efforts to resolve LPS’ objections, but if the Parties are unable to resolve their differences within twenty (20) Business Days after LPS’s receipt of the Combined Monthly Summary Statement, then the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes.

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     3.4 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY, PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of PROVIDING PARTY’s records only with respect to amounts invoiced and Out of Pocket Costs invoiced pursuant to this Article III. Such audits shall be conducted during PROVIDING PARTY’s regular office hours and without disruption to PROVIDING PARTY’s business operations and shall be performed at RECEIVING PARTY’s sole expense.

ARTICLE IV
LIMITATION OF LIABILITY

     4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY’S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OR AFFILIATE OF A PARTY HERETO.

     4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS ARTICLE IV.

ARTICLE V
FORCE MAJEURE

     Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the occurrence of a condition described in this Article, the Party whose performance is prevented shall give written notice to the other Party, and the Parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both Parties, of such conditions.

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ARTICLE VI
NOTICES AND DEMANDS

     6.1 Notices. Except as otherwise provided under this Agreement (including Schedule 1.1(a)), all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if (i) delivered personally, (ii) sent by a nationally-recognized overnight courier (providing proof of delivery) or (iii) sent by facsimile or electronic transmission (including email), provided that receipt of such facsimile or electronic transmission is immediately confirmed by telephone), in each case to the parties at the following addresses, facsimile numbers or email (or as shall be specified by like notice):

If to PROVIDING PARTY, to:

Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel
Fax: 904-357-1005
Email: psadowski@fnf.com

If to RECEIVING PARTY, to:

Lender Processing Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel
Fax: 904-357-1036
Email: todd.johnson@lpserv.com

Any notice, request or other communication given as provided above shall be deemed given to the receiving party (i) upon actual receipt, if delivered personally; (ii) on the next Business Day after deposit with an overnight courier, if sent by a nationally-recognized overnight courier; or (iii) upon confirmation of successful transmission if sent by facsimile or email (provided that if given by facsimile or email, such notice, request or other communication shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein).

ARTICLE VII
REMEDIES

     7.1 Remedies Upon Material Breach. In the event of material breach of any provision of this Agreement by a Party, the non-defaulting Party shall give the defaulting Party written notice, and:

          (a) If such breach is for RECEIVING PARTY’s non-payment of an amount that is not in dispute, the defaulting Party shall cure the breach within thirty (30) calendar days of such notice. If the defaulting Party does not cure such breach by such date, then the defaulting Party shall pay the non-defaulting Party the undisputed amount, any interest that has accrued

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hereunder through the expiration of the cure period plus an additional amount of interest equal to four percent (4%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes. The Parties agree that this rate of interest constitutes reasonable liquidated damages and not an unenforceable penalty.

          (b) If such breach is for any other material failure to perform in accordance with this Agreement, the defaulting Party shall cure such breach within thirty (30) calendar days of the date of such notice. If the defaulting Party does not cure such breach within such period, then the defaulting Party shall pay the non-defaulting Party all of the non-defaulting Party’s actual damages, subject to Article IV above.

     7.2 Survival Upon Expiration or Termination. The provisions of Section 1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV (Limitation of Liability), Article VI (Notices and Demands), this Section 7.2, Article VIII (Confidentiality), Article X (Indemnification) and Article XI (Miscellaneous) shall survive the termination or expiration of this Agreement unless otherwise agreed to in writing by both Parties.

ARTICLE VIII
CONFIDENTIALITY

     8.1 Confidential Information. Each Party shall use at least the same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information; provided that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, “Confidential Information” includes all confidential or proprietary information and documentation of either Party, including the terms of this Agreement, including with respect to each Party, all of its software, data, financial information all reports, exhibits and other documentation prepared by any of its Subsidiaries or Affiliates. Each Party shall use the Confidential Information of the other Party only in connection with the purposes of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purpose. Each Party shall advise its respective employees, subcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party pursuant to applicable law, or by order or request of any court or government agency; provided that prior to such disclosure the Party making such disclosure shall (a) immediately give notice to the other Party, (b) cooperate with the other Party in challenging the right to such access and (c) only provide such information as is required by law, court order or a final, non-appealable ruling of a court of proper jurisdiction. Confidential Information of a Party will not be afforded the protection of this Article VIII if such Confidential Information was (A) developed by the other Party independently as shown by its written business records regularly kept, (B) rightfully obtained by the other Party without restriction from a third party, (C) publicly available other than through the fault or negligence of the other Party or (D) released by the Party that owns or has the rights to the Confidential Information without restriction to anyone.

     8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING PARTY acknowledges that, in the course of providing Corporate Services pursuant to this

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Agreement, PROVIDING PARTY may have access to (a) documents, data, databases or communications that are subject to attorney client privilege and/or (b) privileged work product prepared by or on behalf of the Affiliates of RECEIVING PARTY in anticipation of litigation with third parties (collectively, the “Privileged Work Product”) and RECEIVING PARTY represents and PROVIDING PARTY understands that all Privileged Work Product is protected from disclosure by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. RECEIVING PARTY represents and PROVIDING PARTY understands the importance of maintaining the strict confidentiality of the Privileged Work Product to protect the attorney client privilege, work product doctrine and other privileges and rights associated with such Privileged Work Product pursuant to such Rule 26 and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. After PROVIDING PARTY is notified or otherwise becomes aware that documents, data, database, or communications are Privileged Work Product, only PROVIDING PARTY personnel for whom such access is necessary for the purposes of providing Services to RECEIVING PARTY as provided in this Agreement shall have access to such Privileged Work Product. Should PROVIDING PARTY ever be notified of any judicial or other proceeding seeking to obtain access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the right to such access and (C) only provide such information as is required by a final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY shall pay all of the cost incurred by PROVIDING PARTY in complying with the immediately preceding sentence. RECEIVING PARTY has the right and duty to represent PROVIDING PARTY in such resistance or to select and compensate counsel to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable attorneys’ fees and expenses as such fees and expenses are incurred in resisting such access. If PROVIDING PARTY is ultimately required, pursuant to an order of a court of competent jurisdiction, to produce documents, disclose data, or otherwise act in contravention of the confidentiality obligations imposed in this Article VIII, or otherwise with respect to maintaining the confidentiality, proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is not liable for breach of such obligation to the extent such liability does not result from failure of PROVIDING PARTY to abide by the terms of this Article VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be deemed Confidential Information, except as specifically authorized in this Agreement or as shall be required by law.

     8.3 Unauthorized Acts. Each Party shall (a) notify the other Party promptly of any unauthorized possession, use, or knowledge of any Confidential Information by any person which shall become known to it, any attempt by any person to gain possession of Confidential Information without authorization or any attempt to use or acquire knowledge of any Confidential Information without authorization (collectively, “Unauthorized Access”), (b) promptly furnish to the other Party full details of the Unauthorized Access and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any Unauthorized Access, (c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights, and (d) use commercially reasonable efforts to prevent a reoccurrence of any such Unauthorized Access.

     8.4 Publicity. Except as required by law or national stock exchange rule or as allowed by any Related Party Agreement, neither Party shall issue any press release, distribute

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any advertising, or make any public announcement or disclosure (a) identifying the other Party by name, trademark or otherwise or (b) concerning this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing sentence, in the event either Party is required to issue a press release relating to this Agreement or any of the transactions contemplated by this Agreement, or by the laws or regulations of any governmental authority, agency or self-regulatory agency, such Party shall (A) give notice and a copy of the proposed press release to the other Party as far in advance as reasonably possible, but in any event not less than five (5) days prior to publication of such press release and (B) make any changes to such press release reasonably requested by the other Party. In addition, RECEIVING PARTY may communicate the existence of the business relationship contemplated by the terms of this Agreement internally within PROVIDING PARTY’s organization and orally and in writing communicate PROVIDING PARTY’s identity as a reference with potential and existing customers.

     8.5 Data Privacy. (a) Where, in connection with this Agreement, PROVIDING PARTY processes or stores information about a living individual that is held in automatically processable form (for example in a computerized database) or in a structured manual filing system (“Personal Data”), on behalf of any Subsidiaries of RECEIVING PARTY or their clients, then PROVIDING PARTY shall implement appropriate measures to protect those personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and shall use such data solely for purposes of carrying out its obligations under this Agreement.

          (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to take such steps to preserve data privacy in the processing of those Personal Data as are reasonably necessary for the performance of this Agreement.

          (c) Subsidiaries of RECEIVING PARTY may, in connection with this Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING PARTY’s employees, directors and other officers involved in providing Corporate Services hereunder. Such Personal Data may be collected from PROVIDING PARTY, its employees, its directors, its officers, or from other (for example, published) sources; and some limited personal data may be collected indirectly at RECEIVING PARTY’s (or Subsidiaries of RECEIVING PARTY’s) locations from monitoring devices or by other means (e.g., telephone logs, closed circuit TV and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING PARTY or PROVIDING PARTY’s employees, directors or other officers to provide Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY may use and disclose any such data disclosed by PROVIDING PARTY solely for purposes connected with this Agreement and for the relevant purposes specified in the data privacy policy of the Subsidiary of RECEIVING PARTY (a copy of which is available on request.) RECEIVING PARTY will maintain the same level of protection for Personal Data collected from PROVIDING PARTY (and PROVIDING PARTY’s employees, directors and officers, as appropriate) as RECEIVING PARTY maintains with its own Personal Data, and will implement appropriate administrative, physical and technical measures to protect the personal data collected from PROVIDING PARTY and PROVIDING PARTY’s employees, directors and other officers against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access.

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ARTICLE IX
REPRESENTATIONS, WARRANTIES AND COVENANTS

     EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED BY PROVIDING PARTY.

ARTICLE X
INDEMNIFICATION

     10.1 Indemnification.

          (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend and hold harmless PROVIDING PARTY, each Subsidiary and Affiliate of PROVIDING PARTY, each of their respective past and present directors, officers, employees, agents, consultants, advisors, accountants and attorneys (“Representatives”), and each of their respective successors and assigns (collectively, the “PROVIDING PARTY Indemnified Parties”) from and against any and all Damages (as defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties arising or resulting from the provision of Corporate Services hereunder, which Damages shall be reduced to the extent of:

     (i) Damages caused or contributed to by PROVIDING PARTY’s negligence, willful misconduct or violation or law; or

     (ii) Damages caused or contributed to by a breach of this Agreement by PROVIDING PARTY.

“Damages” means, subject to Article IV hereof, all losses, claims, demands, damages, liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action).

          (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY will have no liability to RECEIVING PARTY for or in connection with any of the Corporate Services rendered hereunder or for any actions or omissions of PROVIDING PARTY in

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connection with the provision of any Corporate Services hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary and Affiliate of RECEIVING PARTY, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “RECEIVING PARTY Indemnified Parties”) from and against any and all Damages incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or resulting from either of the following:

     (i) any claim that PROVIDING PARTY’s use of the software or other intellectual property used to provide the Corporate Services or Transition Assistance, or any results and proceeds of such Corporate Services or Transition Assistance, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by RECEIVING PARTY without PROVIDING PARTY’s authorization or participation, or

     (ii) PROVIDING PARTY’s gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii) above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY’s equitable share of such Damages determined in accordance with its relative culpability for such Damages or the relative fault of RECEIVING PARTY or its Subsidiaries.

     10.2 Indemnification Procedures.

          (a) Claim Notice. A Party that seeks indemnity under this Article X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

          (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with a payment and distribution method reasonably acceptable to

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the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Section 1.4.

          (c) Contested Claims. In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

          (d) Third Party Claims.

     (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a person or entity who is not a Party hereto or a Subsidiary or Affiliate of a Party hereto of any claim or the commencement of any action (a “Third-Party Claim”) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article X, the Indemnified Party will give written notification to the Indemnifying Party of the Third-Party Claim. Such notification will be given within fifteen (15) days after receipt by the Indemnified Party of notice of such Third-Party Claim, will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and will describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure. Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party will control such defense.

     (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense.

     (iii) The Party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such Third-Party Claim and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such Information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or

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asserting the same) and will otherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Claim.

     (iv) The Indemnifying Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that the consent of the Indemnified Party will not be required if (A) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, and (B) such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

ARTICLE XI
MISCELLANEOUS

     11.1 Relationship of the Parties. The Parties declare and agree that each Party is engaged in a business that is independent from that of the other Party and each Party shall perform its obligations as an independent contractor. It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not partners, and nothing contained herein is intended to create an agency relationship or a partnership or joint venture with respect to the Corporate Services. Neither Party is an agent of the other and neither Party has any authority to represent or bind the other Party as to any matters, except as authorized herein or in writing by such other Party from time to time.

     11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for payment of compensation to its employees and, as between the Parties, for its Subsidiaries’ employees and for any injury to them in the course of their employment. PROVIDING PARTY shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

          (b) RECEIVING PARTY shall be solely responsible for payment of compensation to its employees and, as between the Parties, for its Subsidiaries’ employees and for any injury to them in the course of their employment. RECEIVING PARTY shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

     11.3 Assignment. Neither Party may assign, transfer or convey any right, obligation or duty, in whole or in part, or of any other interest under this Agreement relating to such Corporate Services without the prior written consent of the other Party, including any assignment, transfer or conveyance in connection with a sale of an asset to which one or more of the Corporate Services relate. All obligations and duties of a Party under this Agreement shall be binding on all successors in interest and permitted assigns of such Party. Each Party may use its

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Subsidiaries or Affiliates or subcontractors to perform the Corporate Services; provided that such use shall not relieve such assigning Party of liability for its responsibilities and obligations.

     11.4 Severability. In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under law, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision or provisions had never been contained herein.

     11.5 Third Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties and their Affiliates and not for any other person. However, should any third party institute proceedings, this Agreement shall not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right.

     11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to such State’s laws and principles regarding the conflict of laws. Subject to Section 1.4, if any Dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Jacksonville, Florida, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

     11.7 Executed in Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document.

     11.8 Construction. The headings and numbering of articles, Sections and paragraphs in this Agreement are for convenience only and shall not be construed to define or limit any of the terms or affect the scope, meaning, or interpretation of this Agreement or the particular Article or Section to which they relate. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any Party because that Party drafted or caused its legal representative to draft any of its provisions.

     11.9 Entire Agreement. This Agreement, including all attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, representations, statements, negotiations, understandings, proposals and undertakings, with respect to the subject matter hereof.

     11.10 Amendments and Waivers. The Parties may amend this Agreement only by a written agreement signed by each Party and that identifies itself as an amendment to this Agreement. No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on behalf of the Party against whom such waiver or consent is claimed. No course of dealing or failure of any Party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default.

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     11.11 Remedies Cumulative. Unless otherwise provided for under this Agreement, all rights of termination or cancellation, or other remedies set forth in this Agreement, are cumulative and are not intended to be exclusive of other remedies to which the injured Party may be entitled by law or equity in case of any breach or threatened breach by the other Party of any provision in this Agreement. Unless otherwise provided for under this Agreement, use of one or more remedies shall not bar use of any other remedy for the purpose of enforcing any provision of this Agreement.

     11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this Agreement are exclusive of any applicable taxes required by law to be collected from RECEIVING PARTY (including, without limitation, withholding, sales, use, excise, or services tax, which may be assessed on the provision of Corporate Services). In the event that a withholding, sales, use, excise, or services tax is assessed on the provision of any of the Corporate Services under this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify PROVIDING PARTY for such tax, plus any applicable interest and penalties. The Parties will cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by either Party.

     11.13 Changes in Law. PROVIDING PARTY’s obligations to provide Corporate Services hereunder are to provide such Corporate Services in accordance with applicable laws as in effect on the date of this Agreement. Each Party reserves the right to take all actions in order to ensure that the Corporate Services and Transition Assistance are provided in accordance with any applicable laws.

     11.14 Effectiveness. Notwithstanding the date hereof, this Agreement shall become effective as of the date of the Distribution, as more fully described in the Contribution Agreement.

     IN WITNESS WHEREOF, the Parties, acting through their authorized officers, have caused this Agreement to be duly executed and delivered as of the date first above written.

PROVIDING PARTY: Fidelity National Financial, Inc.
By
	Name:
	Title:
RECEIVING PARTY:

Lender Processing Services, Inc.
By
	Name:
	Title:

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EX-99.2

Exhibit 99.2

FORM OF FIS REVERSE CORPORATE AND
TRANSITIONAL SERVICES AGREEMENT

     This Reverse Corporate and Transitional Services Agreement (this “Agreement”) is dated as of June      , 2008, by and between LENDER PROCESSING SERVICES, INC., a Delaware corporation (“LPS” or “PROVIDING PARTY”), and FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“FIS” or “RECEIVING PARTY”). LPS and FIS shall be referred to together in this Agreement as the “Parties” and individually as a “Party.”

     WHEREAS, in connection with the consummation of the transactions (the “Transactions”) contemplated by that certain Contribution and Distribution Agreement dated as of June      , 2008 (the “Contribution Agreement”), between FIS and LPS, the Parties wish to enter into a separate agreement for the provision of certain services by FIS and its Subsidiaries to LPS and its Subsidiaries; and

     WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Contribution Agreement;

     NOW THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I
CORPORATE SERVICES

     1.1 Corporate Services. This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the “Corporate Services”).

          (a) Scheduled Services. PROVIDING PARTY, through its Subsidiaries and Affiliates (each as defined below), and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services set forth on Schedule 1.1(a) (the “Scheduled Services”) on and after the date on which the Distribution occurs (the “Effective Date”), with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a). RECEIVING PARTY shall pay fees to PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled Services to be provided as set forth in Schedule 1.1(a). For purposes of this Agreement, “Subsidiary” means, with respect to either Party, any corporation, partnership, company or other entity of which such Party controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body, or otherwise has the power to elect a majority of the members to the board of

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directors or similar governing body; and “Affiliate” means, with respect to either Party, any corporation, partnership, company, or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Party. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

          (b) Omitted Services. PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly included in the list of Scheduled Services in Schedule 1.1(a), but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective Date, the Parties shall negotiate in good faith a fee to be based on the cost of providing such Omitted Services, which shall in no event be less than the Default Fee (as defined below); provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3).

          (c) Resumed Services. At RECEIVING PARTY’s written request, PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall use commercially reasonable efforts to provide or cause to be provided to RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been terminated at RECEIVING PARTY’s request pursuant to Section 2.2 (the “Resumed Services”); provided, that PROVIDING PARTY shall have no obligation to provide a Resumed Service if

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providing such Resumed Service will have a material adverse impact on the other Corporate Services. Schedule 1.1(a) shall from time to time be amended to reflect the resumption of a Resumed Service and the Resumed Service shall be set forth thereon as a Scheduled Service.

          (d) Special Projects. At RECEIVING PARTY’s written request, PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall use commercially reasonable efforts to provide additional corporate services that are not described in the Schedule 1.1(a) and that are neither Omitted Services nor Resumed Services (“Special Projects”). RECEIVING PARTY shall submit a written request to PROVIDING PARTY specifying the nature of the Special Project and requesting an estimate of the costs applicable for such Special Project and the expected time frame for completion. PROVIDING PARTY shall respond promptly to such written request, but in no event later than twenty (20) days, with a written estimate of the cost of providing such Special Project and the expected time frame for completion (the “Cost Estimate”). If RECEIVING PARTY provides written approval of the Cost Estimate within ten (10) days after PROVIDING PARTY delivers the Cost Estimate, then within a commercially reasonable time after receipt of RECEIVING PARTY’s written request, PROVIDING PARTY shall begin providing the Special Project; provided, that PROVIDING PARTY shall have no obligation to provide a Special Project where, in its reasonable discretion and prior to providing the Cost Estimate, it has determined and notified RECEIVING PARTY in writing that (i) it would not be feasible to provide such Special Project, given reasonable priority to other demands on its resources and capacity both under this Agreement or otherwise or (ii) it lacks the experience or qualifications to provide such Special Project.

     1.2 Provision of Corporate Services; Excused Performance.

          (a) Migration of Services. To the extent commercially reasonable, the Parties will work together and begin the process of migrating the Corporate Services from PROVIDING PARTY to RECEIVING PARTY or one or more of its Subsidiaries or Affiliates or to a third party (at RECEIVING PARTY’s direction) such that the completion of the migration of the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or more of its Subsidiaries or Affiliates or a third party, as the case may be, shall occur prior to the end of the Term. PROVIDING PARTY shall provide or cause to be provided each of the Corporate Services through the expiration of the Term, except (i) as automatically modified by earlier termination of a Corporate Service by RECEIVING PARTY in accordance with this Agreement, (ii) for Corporate Services to or for the benefit of any entity which ceases to be a Subsidiary of RECEIVING PARTY prior to the end of the Term, or (iii) as otherwise agreed to by the Parties in writing.

          (b) Performance Excused. All obligations of PROVIDING PARTY with respect to any one or more individual Corporate Services or Transition Assistance under this Agreement shall be excused to the extent and only for so long as a failure by PROVIDING PARTY with respect thereto is directly attributable to and caused specifically by a failure by RECEIVING PARTY or any of its Subsidiaries to meet their obligations (including any performance) under any other Related Party Agreement (as defined in the Contribution Agreement).

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     1.3 Third Party Vendors; Consents.

          (a) Third Party Consents. PROVIDING PARTY shall use its commercially reasonable efforts to keep and maintain in effect its relationships with its vendors that are integral to the provision of the Corporate Services. PROVIDING PARTY shall use commercially reasonable efforts to procure any waivers, permits, consents or sublicenses required by third party licensors, vendors or service providers under existing agreements with such third parties in order to provide any Corporate Services hereunder (“Third Party Consents”). In the event that PROVIDING PARTY is unable to procure such Third Party Consents on commercially reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another vendor. If, after the Effective Date, any one or more vendors (i) terminates its contractual relationship with PROVIDING PARTY or ceases to provide the products or services associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its desire or plan to terminate its contractual relationship with PROVIDING PARTY or (iii) ceases providing the products or services associated with the Corporate Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another vendor so that RECEIVING PARTY may continue to receive similar products and services.

          (b) No Transfer of Software. PROVIDING PARTY shall not be required to transfer or assign to RECEIVING PARTY any third party software licenses or any hardware owned by PROVIDING PARTY or its Subsidiaries or Affiliates in connection with the provision of the Corporate Services or at the conclusion of the Term.

     1.4 Dispute Resolution.

          (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between PROVIDING PARTY and RECEIVING PARTY in connection with this Agreement (including, without limitation, the standards of performance, delay of performance or non-performance of obligations, or payment or non-payment of fees hereunder), then the Dispute, upon written request of either Party, will be referred for resolution to the president (or similar position) of the division implicated by the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents will have fifteen (15) days to resolve such Dispute. If the presidents of the relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree to a resolution of such Dispute within fifteen (15) days after the reference of the matter to them, such presidents of the relevant divisions will refer such matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final resolution. Notwithstanding anything to the contrary in this Section 1.4, any amendment to the terms of this Agreement may only be effected in accordance with Section 11.10.

          (b) Arbitration. In the event that the Dispute is not resolved in a friendly manner as set forth in Section 1.4(a), either Party involved in the Dispute may submit the dispute

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to binding arbitration pursuant to this Section 1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of either Party to the Dispute, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by either Party to the Dispute in any court having jurisdiction over the subject matter or over either Party. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

          (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking injunctive or interim relief in the event (i) of any actual or threatened breach of any of the provisions of Article VIII or (ii) that the Dispute relates to, or involves a claim of, actual or threatened infringement of intellectual property. All such actions for injunctive or interim relief shall be brought in a court of competent jurisdiction in accordance with Section 11.6. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, and further remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b) above.

          (d) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY, but none of their respective Subsidiaries or Affiliates, are entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Section 1.4 or otherwise, and each Party will cause its respective Affiliates not to commence any dispute resolution procedure other than through such Party as provided in this Section 1.4(d).

          (e) Compensation. RECEIVING PARTY shall continue to make all payments due and owing under Article III for Corporate Services not the subject of a Dispute and shall not off-set such fees by the amount of fees for Corporate Services that are the subject of the Dispute.

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     1.5 Standard of Services.

          (a) General Standard. PROVIDING PARTY shall perform the Corporate Services for RECEIVING PARTY in a professional and competent manner, using standards of performance consistent with its performance of such services for itself.

          (b) Disaster Recovery. During the Term, PROVIDING PARTY shall maintain a disaster recovery program for the Corporate Services substantially consistent with the disaster recovery program in place for such Corporate Services as of the Effective Date. For the avoidance of doubt, the disaster recovery program maintained by PROVIDING PARTY will not include a business continuity program.

          (c) Shortfall in Services. If RECEIVING PARTY provides PROVIDING PARTY with written notice (“Shortfall Notice”) of the occurrence of any Significant Service Shortfall (as defined below), as determined by RECEIVING PARTY in good faith, PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as reasonably possible. For purposes of this Section 1.5(c), a “Significant Service Shortfall” shall be deemed to have occurred if the timing or quality of performance of Corporate Services provided by PROVIDING PARTY hereunder falls below the standard required by Section 1.5(a) hereof; provided that PROVIDING PARTY’s obligations under this Agreement shall be relieved to the extent, and for the duration of, any force majeure event as set forth in Article V.

          1.6 Response Time. PROVIDING PARTY shall respond to and resolve any problems in connection with the Corporate Services for RECEIVING PARTY within a commercially reasonable period of time, using response and proposed resolution times consistent with its response and resolution of such problems for itself.

          1.7 Ownership of Materials; Results and Proceeds. All data and information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with the Corporate Services or the Transition Assistance (as defined in Section 2.3) (the “RECEIVING PARTY Data”), and all results and proceeds of the Corporate Services and the Transition Assistance with regard to the RECEIVING PARTY Data, is and will remain, as between the Parties, the property of RECEIVING PARTY. PROVIDING PARTY shall not and shall not permit its Subsidiaries or Affiliates to use RECEIVING PARTY Data for any purpose other than to provide the Corporate Services or Transition Assistance.

ARTICLE II
TERM AND TRANSITION ASSISTANCE

     2.1 Term. The term (the “Term”) of this Agreement shall commence as of the date hereof and shall continue until the earliest of:

     (i) the date on which the last of the Scheduled Services under this Agreement is terminated,

     (ii) the date on which this Agreement is terminated by mutual agreement of the Parties, or

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     (iii) the second anniversary of the date of this Agreement,

whichever is earlier (in any case, the “Termination Date”); provided, however, that, with respect to any entity that ceases to be a Subsidiary of RECEIVING PARTY prior to the Termination Date, the Term with respect to such entity shall terminate effective as of the date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

     2.2 Termination.

          (a) 30 Day Extension. If RECEIVING PARTY is not able to complete its transition of the Corporate Services by the Termination Date, then upon written notice provided to PROVIDING PARTY at least thirty (30) days prior to the Termination Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY to provide up to thirty (30) days of additional Corporate Services to RECEIVING PARTY; provided, that RECEIVING PARTY shall pay for all such additional Corporate Services.

          (b) Early Termination. If RECEIVING PARTY wishes to terminate a Corporate Service (or a portion thereof) on a date that is earlier than the Termination Date, RECEIVING PARTY shall provide written notice (the “Termination Notice”) to PROVIDING PARTY of a proposed termination date for such Corporate Service (or portion thereof), at least ninety (90) days prior to such proposed termination date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY (the “Termination Dispute Notice”) in the event that PROVIDING PARTY believes in good faith that, notwithstanding PROVIDING PARTY using its commercially reasonable efforts, the requested termination will have a material adverse impact on other Corporate Services and the scope of such adverse impact. In such event, the Parties will resolve the dispute in accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based on the standards set forth above, within ten (10) days of the date on which the Termination Notice was received, then, effective on the termination date proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service (or portion thereof) shall be discontinued (thereafter, a “Discontinued Corporate Service”) and deemed deleted from the Scheduled Services to be provided hereunder and thereafter, this Agreement shall be of no further force and effect with respect to the Discontinued Corporate Service (or portion thereof), except as to obligations accrued prior to the date of discontinuation of such Corporate Service (or portion thereof). Upon the occurrence of any Discontinued Corporate Service, the Parties shall promptly update Schedule 1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be adjusted in accordance therewith and the provisions of Article III. Notwithstanding anything to the contrary contained herein, at any time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to a department within RECEIVING PARTY or its Subsidiaries or Affiliates (an “Employee Shift”), a proportional portion of the relevant Corporate Service shall be deemed automatically terminated. If a Corporate Service, or portion thereof, is terminated as a result of an Employee Shift, then such termination shall take effect as of the date of the Employee Shift, and the adjustment in Corporate Service Fees shall also take effect as of the date of the Employee Shift.

          (c) Termination of All Services. If all Corporate Services shall have been terminated under this Section 2.2 prior to the expiration of the Term, then either Party shall have

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the right to terminate this Agreement by giving written notice to the other Party, which termination shall be effective upon delivery as provided in Section 6.1.

     2.3 Transition Assistance. In preparation for the discontinuation of any Corporate Service provided under this Agreement, PROVIDING PARTY shall, consistent with its obligations to provide Corporate Services hereunder and with the cooperation and assistance of RECEIVING PARTY, use commercially reasonable efforts to provide such knowledge transfer services and to take such steps as are reasonably required in order to facilitate a smooth and efficient transition and/or migration of records to RECEIVING PARTY or its Subsidiaries or Affiliates (or at RECEIVING PARTY’s direction, to a third party) and responsibilities so as to minimize any disruption of services (“Transition Assistance”). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow PROVIDING PARTY to complete the Transition Assistance as early as is commercially reasonable to do so. Fees for any Transition Assistance shall be determined in accordance with the calculation formula and methods applicable to the Scheduled Services that are most similar in nature to the Transition Assistance being so provided, as set forth on the applicable Section of Schedule 1.1(a).

     2.4 Return of Materials. As a Corporate Service or Transition Assistance is terminated, each Party will return all materials and property owned by the other Party, including, without limitation, all RECEIVING PARTY Data, if any, and materials and property of a proprietary nature involving a Party or its Subsidiaries or Affiliates relevant to the provision or receipt of that Corporate Service or Transition Assistance and no longer needed regarding the performance of other Corporate Services or other Transition Assistance under this Agreement, and will do so (and will cause its Subsidiaries and Affiliates to do so) within thirty (30) days after the applicable termination. Upon the end of the Term, each Party will return all material and property of a proprietary nature involving the other Party or its Subsidiaries, in its possession or control (or the possession or control of an Affiliate as a result of the Services provided hereunder) within thirty (30) days after the end of the Term. In addition, upon RECEIVING PARTY’s request, PROVIDING PARTY agrees to provide to RECEIVING PARTY copies of RECEIVING PARTY’s Data, files and records on magnetic media, or such other media as the Parties shall agree upon, to the extent practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY’s Data, files and records.

ARTICLE III
COMPENSATION AND PAYMENTS FOR CORPORATE SERVICES

     3.1 Compensation for Corporate Services.

          (a) Fees Generally. In accordance with the payment terms described in Sections 3.2 and 3.3 below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for the Corporate Services provided hereunder, all fees as contemplated in Section 1.1 (the “Corporate Service Fees”) and in Section 2.3 (the “Transition Assistance Fees”).

          (b) Out of Pocket Costs. Without limiting the foregoing, the Parties acknowledge that RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its payment of, all Out of Pocket Costs (as defined below); provided, however, that the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries for any New

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Out of Pocket Cost (as defined below) that requires the payment by RECEIVING PARTY or one of its Subsidiaries of more than $200,000, on an annualized basis, shall require either (i) the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries, or (ii) the subsequent approval of the chief accounting officer of RECEIVING PARTY (or his/her designee) after his/her receipt of the Monthly Summary Statement (as defined in Section 3.2) provided to RECEIVING PARTY for the calendar month in which the New Out of Pocket Cost was incurred or paid by PROVIDING PARTY on behalf of RECEIVING PARTY. If (x) PROVIDING PARTY has not obtained the prior approval of a full-time employee of RECEIVING PARTY or one of its Subsidiaries before incurring or paying any New Out of Pocket Cost that exceeds $200,000 on an annualized basis, and (y) after receiving and reviewing the applicable Monthly Summary Statement, the chief accounting officer of RECEIVING PARTY (or his/her designee) has not expressly approved the New Out of Pocket Cost in question, then RECEIVING PARTY shall be entitled to dispute the New Out of Pocket Cost until the close of the next audit cycle, provided that if PROVIDING PARTY disagrees with RECEIVING PARTY’s dispute of the New Out of Pocket Cost, then PROVIDING PARTY shall be entitled to exercise its rights under the dispute resolution provisions set forth in Section 1.4. For purposes hereof, the term “Out of Pocket Costs” means all fees, costs or other expenses payable by RECEIVING PARTY or its Subsidiaries to third parties that are not Affiliates of PROVIDING PARTY in connection with the Corporate Services provided hereunder; and the term “New Out of Pocket Cost” means any Out of Pocket Cost incurred after the Effective Date that is not a continuation of services provided to RECEIVING PARTY or one of its Subsidiaries in the ordinary course of business consistent with past practices and for which RECEIVING PARTY had paid or reimbursed a portion thereof prior to the Effective Date.

     3.2 Monthly Summary Statements. Within 30 days after the end of each calendar month, PROVIDING PARTY shall prepare and deliver to the chief accounting officer (or his/her designee) of RECEIVING PARTY a monthly summary statement (each a “Monthly Summary Statement”) setting forth all of the costs owing by the RECEIVING PARTY to the PROVIDING PARTY, including all Corporate Service Fees, Transition Assistance Fees, Out of Pocket Costs, as calculated in accordance with Section 3.1 and Schedule 1.1(a), and any other charges incurred by, and cost allocations made by, PROVIDING PARTY for or on behalf of RECEIVING PARTY for Corporate Services pursuant to this Agreement. For sake of clarification, the Parties acknowledge that unless and until the Parties agree otherwise, the Monthly Summary Statements required hereunder shall including the applicable monthly costs, fees and expenses owing by RECEIVING PARTY to PROVIDING PARTY for all Related Party Agreements, as well as all other agreements between RECEIVING PARTY and PROVIDING PARTY designated to be included by each of RECEIVING PARTY and PROVIDING PARTY, including the Master Accounting and Billing Agreement between FIS and LPS, and the provisions of this Article III should be read and interpreted in conjunction therewith. The specific form of the Monthly Summary Statement shall be as agreed to between the parties from time to time, acting with commercial reasonableness.

     3.3 Net Amounts Payable.

          (a) Monthly Net Amount. Subject to the provisions of Section 3.3(b), the Parties contemplate that (i) one Monthly Summary Statement will be prepared by FIS with respect to all expenses, costs and fees attributable or allocable to LPS and its subsidiaries under

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all agreements between FIS and/or its subsidiaries, on the one hand, and LPS and/or its subsidiaries, on the other, incurred during the preceding calendar month, (ii) one Monthly Summary Statement will be prepared by LPS with respect to all expenses, costs and fees attributable or allocable to FIS and its subsidiaries under all agreements between LPS and/or its subsidiaries, on the one hand, and FIS and/or its subsidiaries, on the other, incurred during the preceding calendar month, whereupon FIS (on behalf of itself and its subsidiaries) and LPS (on behalf of itself and its subsidiaries) will offset the amounts owing, as shown on their respective Monthly Summary Statements for the same month, so that the net amount owing from the applicable Party can be determined (in any case, the “Monthly Net Amount”). The determination of the Monthly Net Amount owing each month shall be made by FIS within two (2) Business Days of delivery of the Monthly Summary Statements from each of FIS and LPS, and FIS shall provide LPS with a written statement of the Monthly Net Amount (the “Monthly Net Amount Statement”). Within ten (10) Business Days of the determination of the Monthly Net Amount, the chief accounting officers (or their designees) from each of PROVIDING PARTY and RECEIVING PARTY shall confer together regarding the Monthly Summary Statements and the Monthly Net Amount then owing. If the chief accounting officers (or their designees) agree that the Monthly Net Amount is correct, then within ten (10) Business Days after such conference and agreement, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to or to the order of the other Party, in an amount equal to the Monthly Net Amount. If the chief accounting officers (or their designees) do not agree that the Monthly Net Amount is correct, or if either Party shall otherwise dispute any amounts shown on the applicable Monthly Summary Statement, including without limitation any Out of Pocket Costs, then as soon as reasonably possible after the determination of the Monthly Net Amount but not later than the tenth (10) Business Day thereafter, the disputing Party shall notify the other Party in writing of the nature and basis of the dispute and/or the amount of the adjustment requested. The Parties shall use their reasonable best efforts to resolve the dispute but if the Parties are unable to resolve the dispute within twenty (20) Business Days after the determination date of the Net Amount, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes.

          (b) Alternative Procedures. At any time during the Term of this Agreement, if the Parties mutually agree, the Parties may utilize the following procedures, which will be an alternative to the procedures set forth in Section 3.3(a) above: Only one Monthly Summary Statement (the “Combined Monthly Summary Statement”) will be prepared by FIS with respect

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to all expenses, costs and fees attributable or allocable to each of FIS (and its subsidiaries) and LPS (and its subsidiaries) under all agreements between FIS (and/or any of its subsidiaries), on the one hand, and LPS (and/or any of its subsidiaries), on the other, incurred during the preceding calendar month. A copy of the Combined Monthly Summary Statement will be provided to LPS within 30 calendar days after the end of each calendar month. In addition to setting forth in detail the monthly amounts owing under each such agreement, the Combined Monthly Summary Statement will also set forth the calculation of the offsetting amounts owing, so that the net amount owing from the applicable Party can be determined (the Monthly Net Amount). Within ten (10) Business Days after receiving the Combined Monthly Summary Statement, the LPS chief accounting officer (or his/her designee) shall review the Combined Monthly Summary Statement and the Monthly Net Amount then owing. If the LPS chief accounting officer (or his/her designee) agrees that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then within ten (10) Business Days after LPS’ receipt of the Combined Monthly Summary Statement, LPS shall notify FIS of its agreement to the Monthly Net Amount. If the LPS chief accounting officers (or his/her designee) does not agree that the Combined Monthly Summary Statement and the resulting Monthly Net Amount is correct, then before the tenth (10) Business Day after receiving the Combined Monthly Summary Statement, he/she shall notify FIS in writing of the nature and basis of his/her objections and, if known at the time, the amount of the adjustment(s) requested. In any event on or before the 60th calendar day after the end of the calendar month for which the Combined Monthly Summary Statement has been prepared, the Party owing the Monthly Net Amount shall cause immediately available funds to be transferred to (or to the order of) the other Party, in an amount equal to the Monthly Net Amount. The Parties shall use their reasonable best efforts to resolve LPS’ objections, but if the Parties are unable to resolve their differences within twenty (20) Business Days after LPS’s receipt of the Combined Monthly Summary Statement, the dispute resolution procedures set forth in Section 1.4 shall apply, provided that, in the event of any dispute regarding the amounts owing (and the use of the dispute resolution process with respect thereto), then the Party owing the Monthly Net Amount shall nevertheless timely pay that portion of the Monthly Net Amount, as shown on the Monthly Net Amount Statement, that is not in dispute, it being understood that if the amount owing is later revised, then the excess amount so paid shall be either (i) promptly returned to the Party making the payment, in immediately available funds or (ii) applied to credit the revised Monthly Net Amount, as appropriate, and provided, further, that to the extent that any amount in dispute is not paid within sixty (60) days after the date on which the non-disputing Party is notified in writing of the dispute, then in addition to its liability for the disputed amounts, the Party that is ultimately determined to have been incorrect as to the amount so in dispute shall be liable to the other Party for interest, calculated on the amount in dispute ultimately determined to be incorrect, at a rate amount equal to one percent (1%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes.

     3.4 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY, PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of PROVIDING PARTY’s records only with respect to amounts invoiced and Out of Pocket Costs invoiced pursuant to this Article III. Such audits shall be conducted during PROVIDING PARTY’s regular office hours and without disruption to PROVIDING PARTY’s business operations and shall be performed at RECEIVING PARTY’s sole expense.

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ARTICLE IV
LIMITATION OF LIABILITY

     4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY’S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OR AFFILIATE OF A PARTY HERETO.

     4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS ARTICLE IV.

ARTICLE V
FORCE MAJEURE

     Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the occurrence of a condition described in this Article, the Party whose performance is prevented shall give written notice to the other Party, and the Parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both Parties, of such conditions.

ARTICLE VI
NOTICES AND DEMANDS

     6.1 Notices. Except as otherwise provided under this Agreement (including Schedule 1.1(a)), all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if (i) delivered personally, (ii) sent by a nationally-recognized overnight courier (providing proof of delivery) or (iii) sent by facsimile or electronic transmission (including email), provided that receipt of such facsimile or electronic

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transmission is immediately confirmed by telephone), in each case to the parties at the following addresses, facsimile numbers or email (or as shall be specified by like notice):

If to PROVIDING PARTY, to:

Lender Processing Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel
Fax: 904-357-1036
Email: todd.johnson@lpserv.com

If to RECEIVING PARTY, to:

Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel
Fax: 904-357-1005
Email: ron.cook@fnis.com

Any notice, request or other communication given as provided above shall be deemed given to the receiving party (i) upon actual receipt, if delivered personally; (ii) on the next Business Day after deposit with an overnight courier, if sent by a nationally-recognized overnight courier; or (iii) upon confirmation of successful transmission if sent by facsimile or email (provided that if given by facsimile or email, such notice, request or other communication shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein).

ARTICLE VII
REMEDIES

     7.1 Remedies Upon Material Breach. In the event of material breach of any provision of this Agreement by a Party, the non-defaulting Party shall give the defaulting Party written notice, and:

          (a) If such breach is for RECEIVING PARTY’s non-payment of an amount that is not in dispute, the defaulting Party shall cure the breach within thirty (30) calendar days of such notice. If the defaulting Party does not cure such breach by such date, then the defaulting Party shall pay the non-defaulting Party the undisputed amount, any interest that has accrued hereunder through the expiration of the cure period plus an additional amount of interest equal to four percent (4%) per annum above the “prime rate” as announced in the “Money Rates” section of the most recent edition of the Eastern Edition of The Wall Street Journal, which interest rate shall change as and when the “prime rate” changes. The Parties agree that this rate of interest constitutes reasonable liquidated damages and not an unenforceable penalty.

          (b) If such breach is for any other material failure to perform in accordance with this Agreement, the defaulting Party shall cure such breach within thirty (30) calendar days

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of the date of such notice. If the defaulting Party does not cure such breach within such period, then the defaulting Party shall pay the non-defaulting Party all of the non-defaulting Party’s actual damages, subject to Article IV above.

     7.2 Survival Upon Expiration or Termination. The provisions of Section 1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV (Limitation of Liability), Article VI (Notices and Demands), this Section 7.2, Article VIII (Confidentiality), Article X (Indemnification) and Article XI (Miscellaneous) shall survive the termination or expiration of this Agreement unless otherwise agreed to in writing by both Parties.

ARTICLE VIII
CONFIDENTIALITY

     8.1 Confidential Information. Each Party shall use at least the same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information; provided that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, “Confidential Information” includes all confidential or proprietary information and documentation of either Party, including the terms of this Agreement, including with respect to each Party, all of its software, data, financial information all reports, exhibits and other documentation prepared by any of its Subsidiaries or Affiliates. Each Party shall use the Confidential Information of the other Party only in connection with the purposes of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purpose. Each Party shall advise its respective employees, subcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party pursuant to applicable law, or by order or request of any court or government agency; provided that prior to such disclosure the Party making such disclosure shall (a) immediately give notice to the other Party, (b) cooperate with the other Party in challenging the right to such access and (c) only provide such information as is required by law, court order or a final, non-appealable ruling of a court of proper jurisdiction. Confidential Information of a Party will not be afforded the protection of this Article VIII if such Confidential Information was (A) developed by the other Party independently as shown by its written business records regularly kept, (B) rightfully obtained by the other Party without restriction from a third party, (C) publicly available other than through the fault or negligence of the other Party or (D) released by the Party that owns or has the rights to the Confidential Information without restriction to anyone.

     8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING PARTY acknowledges that, in the course of providing Corporate Services pursuant to this Agreement, PROVIDING PARTY may have access to (a) documents, data, databases or communications that are subject to attorney client privilege and/or (b) privileged work product prepared by or on behalf of the Affiliates of RECEIVING PARTY in anticipation of litigation with third parties (collectively, the “Privileged Work Product”) and RECEIVING PARTY represents and PROVIDING PARTY understands that all Privileged Work Product is protected from disclosure by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. RECEIVING PARTY represents and PROVIDING PARTY understands the importance of maintaining the

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strict confidentiality of the Privileged Work Product to protect the attorney client privilege, work product doctrine and other privileges and rights associated with such Privileged Work Product pursuant to such Rule 26 and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. After PROVIDING PARTY is notified or otherwise becomes aware that documents, data, database, or communications are Privileged Work Product, only PROVIDING PARTY personnel for whom such access is necessary for the purposes of providing Services to RECEIVING PARTY as provided in this Agreement shall have access to such Privileged Work Product. Should PROVIDING PARTY ever be notified of any judicial or other proceeding seeking to obtain access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the right to such access and (C) only provide such information as is required by a final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY shall pay all of the cost incurred by PROVIDING PARTY in complying with the immediately preceding sentence. RECEIVING PARTY has the right and duty to represent PROVIDING PARTY in such resistance or to select and compensate counsel to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable attorneys’ fees and expenses as such fees and expenses are incurred in resisting such access. If PROVIDING PARTY is ultimately required, pursuant to an order of a court of competent jurisdiction, to produce documents, disclose data, or otherwise act in contravention of the confidentiality obligations imposed in this Article VIII, or otherwise with respect to maintaining the confidentiality, proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is not liable for breach of such obligation to the extent such liability does not result from failure of PROVIDING PARTY to abide by the terms of this Article VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be deemed Confidential Information, except as specifically authorized in this Agreement or as shall be required by law.

     8.3 Unauthorized Acts. Each Party shall (a) notify the other Party promptly of any unauthorized possession, use, or knowledge of any Confidential Information by any person which shall become known to it, any attempt by any person to gain possession of Confidential Information without authorization or any attempt to use or acquire knowledge of any Confidential Information without authorization (collectively, “Unauthorized Access”), (b) promptly furnish to the other Party full details of the Unauthorized Access and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any Unauthorized Access, (c) cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party to protect its proprietary rights, and (d) use commercially reasonable efforts to prevent a reoccurrence of any such Unauthorized Access.

     8.4 Publicity. Except as required by law or national stock exchange rule or as allowed by any Related Party Agreement, neither Party shall issue any press release, distribute any advertising, or make any public announcement or disclosure (a) identifying the other Party by name, trademark or otherwise or (b) concerning this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing sentence, in the event either Party is required to issue a press release relating to this Agreement or any of the transactions contemplated by this Agreement, or by the laws or regulations of any governmental authority, agency or self-regulatory agency, such Party shall (A) give notice and a copy of the proposed press release to the other Party as far in advance as reasonably possible, but in any event not less than five (5) days prior to publication of such press release and (B) make any changes to such press release

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reasonably requested by the other Party. In addition, RECEIVING PARTY may communicate the existence of the business relationship contemplated by the terms of this Agreement internally within PROVIDING PARTY’s organization and orally and in writing communicate PROVIDING PARTY’s identity as a reference with potential and existing customers.

     8.5 Data Privacy. (a) Where, in connection with this Agreement, PROVIDING PARTY processes or stores information about a living individual that is held in automatically processable form (for example in a computerized database) or in a structured manual filing system (“Personal Data”), on behalf of any Subsidiaries of RECEIVING PARTY or their clients, then PROVIDING PARTY shall implement appropriate measures to protect those personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and shall use such data solely for purposes of carrying out its obligations under this Agreement.

          (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to take such steps to preserve data privacy in the processing of those Personal Data as are reasonably necessary for the performance of this Agreement.

          (c) Subsidiaries of RECEIVING PARTY may, in connection with this Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING PARTY’s employees, directors and other officers involved in providing Corporate Services hereunder. Such Personal Data may be collected from PROVIDING PARTY, its employees, its directors, its officers, or from other (for example, published) sources; and some limited personal data may be collected indirectly at RECEIVING PARTY’s (or Subsidiaries of RECEIVING PARTY’s) locations from monitoring devices or by other means (e.g., telephone logs, closed circuit TV and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING PARTY or PROVIDING PARTY’s employees, directors or other officers to provide Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY may use and disclose any such data disclosed by PROVIDING PARTY solely for purposes connected with this Agreement and for the relevant purposes specified in the data privacy policy of the Subsidiary of RECEIVING PARTY (a copy of which is available on request.) RECEIVING PARTY will maintain the same level of protection for Personal Data collected from PROVIDING PARTY (and PROVIDING PARTY’s employees, directors and officers, as appropriate) as RECEIVING PARTY maintains with its own Personal Data, and will implement appropriate administrative, physical and technical measures to protect the personal data collected from PROVIDING PARTY and PROVIDING PARTY’s employees, directors and other officers against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access.

ARTICLE IX
REPRESENTATIONS, WARRANTIES AND COVENANTS

     EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE,

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INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED BY PROVIDING PARTY.

ARTICLE X
INDEMNIFICATION

     10.1 Indemnification.

          (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend and hold harmless PROVIDING PARTY, each Subsidiary and Affiliate of PROVIDING PARTY, each of their respective past and present directors, officers, employees, agents, consultants, advisors, accountants and attorneys (“Representatives”), and each of their respective successors and assigns (collectively, the “PROVIDING PARTY Indemnified Parties”) from and against any and all Damages (as defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties arising or resulting from the provision of Corporate Services hereunder, which Damages shall be reduced to the extent of:

     (i) Damages caused or contributed to by PROVIDING PARTY’s negligence, willful misconduct or violation or law; or

     (ii) Damages caused or contributed to by a breach of this Agreement by PROVIDING PARTY.

“Damages” means, subject to Article IV hereof, all losses, claims, demands, damages, liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action).

          (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY will have no liability to RECEIVING PARTY for or in connection with any of the Corporate Services rendered hereunder or for any actions or omissions of PROVIDING PARTY in connection with the provision of any Corporate Services hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary and Affiliate of RECEIVING PARTY, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “RECEIVING PARTY Indemnified Parties”) from and against any and all Damages incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or resulting from either of the following:

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     (i) any claim that PROVIDING PARTY’s use of the software or other intellectual property used to provide the Corporate Services or Transition Assistance, or any results and proceeds of such Corporate Services or Transition Assistance, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by RECEIVING PARTY without PROVIDING PARTY’s authorization or participation, or

     (ii) PROVIDING PARTY’s gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii) above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY’s equitable share of such Damages determined in accordance with its relative culpability for such Damages or the relative fault of RECEIVING PARTY or its Subsidiaries.

     10.2 Indemnification Procedures.

          (a) Claim Notice. A Party that seeks indemnity under this Article X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

          (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Section 1.4.

          (c) Contested Claims. In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon

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ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

          (d) Third Party Claims.

     (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a person or entity who is not a Party hereto or a Subsidiary or Affiliate of a Party hereto of any claim or the commencement of any action (a “Third-Party Claim”) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article X, the Indemnified Party will give written notification to the Indemnifying Party of the Third-Party Claim. Such notification will be given within fifteen (15) days after receipt by the Indemnified Party of notice of such Third-Party Claim, will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and will describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure. Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party will control such defense.

     (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense.

     (iii) The Party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such Third-Party Claim and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such Information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Claim.

     (iv) The Indemnifying Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that the consent of the Indemnified Party will not be required if (A) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, and (B) such settlement

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or judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

ARTICLE XI
MISCELLANEOUS

     11.1 Relationship of the Parties. The Parties declare and agree that each Party is engaged in a business that is independent from that of the other Party and each Party shall perform its obligations as an independent contractor. It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not partners, and nothing contained herein is intended to create an agency relationship or a partnership or joint venture with respect to the Corporate Services. Neither Party is an agent of the other and neither Party has any authority to represent or bind the other Party as to any matters, except as authorized herein or in writing by such other Party from time to time.

     11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for payment of compensation to its employees and, as between the Parties, for its Subsidiaries’ employees and for any injury to them in the course of their employment. PROVIDING PARTY shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

          (b) RECEIVING PARTY shall be solely responsible for payment of compensation to its employees and, as between the Parties, for its Subsidiaries’ employees and for any injury to them in the course of their employment. RECEIVING PARTY shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such persons.

     11.3 Assignment. Neither Party may assign, transfer or convey any right, obligation or duty, in whole or in part, or of any other interest under this Agreement relating to such Corporate Services without the prior written consent of the other Party, including any assignment, transfer or conveyance in connection with a sale of an asset to which one or more of the Corporate Services relate. All obligations and duties of a Party under this Agreement shall be binding on all successors in interest and permitted assigns of such Party. Each Party may use its Subsidiaries or Affiliates or subcontractors to perform the Corporate Services; provided that such use shall not relieve such assigning Party of liability for its responsibilities and obligations.

     11.4 Severability. In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under law, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision or provisions had never been contained herein.

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     11.5 Third Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties and their Affiliates and not for any other person. However, should any third party institute proceedings, this Agreement shall not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right.

     11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to such State’s laws and principles regarding the conflict of laws. Subject to Section 1.4, if any Dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Jacksonville, Florida, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

     11.7 Executed in Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document.

     11.8 Construction. The headings and numbering of articles, Sections and paragraphs in this Agreement are for convenience only and shall not be construed to define or limit any of the terms or affect the scope, meaning, or interpretation of this Agreement or the particular Article or Section to which they relate. This Agreement and the provisions contained herein shall not be construed or interpreted for or against any Party because that Party drafted or caused its legal representative to draft any of its provisions.

     11.9 Entire Agreement. This Agreement, including all attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, representations, statements, negotiations, understandings, proposals and undertakings, with respect to the subject matter hereof.

     11.10 Amendments and Waivers. The Parties may amend this Agreement only by a written agreement signed by each Party and that identifies itself as an amendment to this Agreement. No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on behalf of the Party against whom such waiver or consent is claimed. No course of dealing or failure of any Party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default.

     11.11 Remedies Cumulative. Unless otherwise provided for under this Agreement, all rights of termination or cancellation, or other remedies set forth in this Agreement, are cumulative and are not intended to be exclusive of other remedies to which the injured Party may be entitled by law or equity in case of any breach or threatened breach by the other Party of any provision in this Agreement. Unless otherwise provided for under this Agreement, use of one or more remedies shall not bar use of any other remedy for the purpose of enforcing any provision of this Agreement.

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     11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this Agreement are exclusive of any applicable taxes required by law to be collected from RECEIVING PARTY (including, without limitation, withholding, sales, use, excise, or services tax, which may be assessed on the provision of Corporate Services). In the event that a withholding, sales, use, excise, or services tax is assessed on the provision of any of the Corporate Services under this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify PROVIDING PARTY for such tax, plus any applicable interest and penalties. The Parties will cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by either Party.

     11.13 Changes in Law. PROVIDING PARTY’s obligations to provide Corporate Services hereunder are to provide such Corporate Services in accordance with applicable laws as in effect on the date of this Agreement. Each Party reserves the right to take all actions in order to ensure that the Corporate Services and Transition Assistance are provided in accordance with any applicable laws.

     11.14 Effectiveness. Notwithstanding the date hereof, this Agreement shall become effective as of the date of the Distribution, as more fully described in the Contribution Agreement.

     IN WITNESS WHEREOF, the Parties, acting through their authorized officers, have caused this Agreement to be duly executed and delivered as of the date first above written.

PROVIDING PARTY: Lender Processing Services, Inc.
By
	Name:
	Title:
RECEIVING PARTY: Fidelity National Information Services, Inc.
By
	Name:
	Title:

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EX-99.3

Exhibit 99.3

FORM OF AIRCRAFT INTERCHANGE AGREEMENT

This Aircraft Interchange Agreement (the “Agreement”) dated as of June ___, 2008 is entered into for the purpose of providing for the interchange of certain aircraft owned or operated by each Party, under the terms and conditions contained herein and in accordance with Federal Aviation Regulation (FAR) §91.501, by and between Fidelity National Financial, Inc., a Delaware corporation (“FNF”), Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”). Each of FNF, FIS and LPS are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

WITNESSETH

     WHEREAS, FNF is the sole lessee of the two (2) aircraft listed in Exhibit A attached hereto (together with any other aircraft hereafter owned or leased by FNF from time to time in addition to or in replacement of such aircraft, the “FNF Aircraft”), and FIS and LPS are the co-lessees to the one (1) aircraft listed in Exhibit B attached hereto (together with any other aircraft hereafter owned or leased by either FIS or LPS from time to time in addition to or in replacement of such aircraft, the “FIS-LPS Aircraft”) (the FNF Aircraft and the FIS-LPS Aircraft are hereinafter referred to individually as an “Aircraft” and collectively as the “Aircraft”);

     WHEREAS, FNF has entered into that certain Aviation Management Agreement, having an effective date of December 1, 2007 (the “FNF Management Agreement”), between FNF and FLIGHTWORKS, INCORPORATED (“FlightWorks”), FIS has entered into that certain Aviation Management Agreement, having an effective date of December 1, 2007 (the “FIS Management Agreement”), between FIS and FlightWorks, and LPS has entered into, on or about the date hereof, a certain Aviation Management Agreement (the “LPS Management Agreement”), between LPS and FlightWorks, whereby FlightWorks provides certain maintenance, pilot, operational and administrative services to FNF, FIS and LPS, respectively, with respect to the Aircraft;

     WHEREAS, each of FNF, FIS and LPS wishes to participate from time to time in this Agreement in accordance with FAR §91.501(c)(2).

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

1. Scope of Agreement. The recital clauses hereinabove are hereby incorporated in this Section 1 of this Agreement. The operator of an Aircraft is hereinafter referred to as the “Operator,” and the Party using such Aircraft is hereinafter referred to as the “User.” For the avoidance of doubt, FNF is the Operator of the FNF Aircraft, and FIS and LPS are each an Operator of the FIS-LPS Aircraft, and this Agreement shall apply to each Party according to its pro rata rights and interests in its respective Aircraft.

2. Description. Each Party agrees to participate in the Agreement to provide the use of its Aircraft for the convenience of each of the other Parties, and to operate interchange flights, subject to the requirements of FAR §91.501(b)(6), for the carriage of company officials, employees and guests of User’s company. Such use will be at the convenience of the Parties, upon request by one Party to the others. Each Party warrants that it will use the other Parties’ Aircraft for and on account of its own business only, and will not use the

other Parties’ Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire. Each User further agrees that it will use the Aircraft in accordance with this Agreement, all applicable laws, regulations, rules, certificates, directives, orders and bulletins and all insurance policies covering the Aircraft and its use and operation.

3. Scheduling. The User will provide the Operator with a flight schedule at least twenty-four (24) hours in advance of a proposed departure, which will include the following:

A.	Proposed departure point;
B.	Destination;
C.	Date and proposed departure time of the flight;
D.	Number of anticipated passengers;
E.	Nature and extent of luggage and/or cargo to be carried;
F.	Date and time of return flight, if any;
G.	Other information that may be pertinent or required by the Operator; and
H.	Identification of the Aircraft requested.

4. Final Authority. The Operator of its respective Aircraft will use its reasonable commercial efforts to accommodate the User’s proposed schedule, but will maintain final authority over the scheduling of the Aircraft, and specifically the right to decline to schedule the proposed flight. No Party shall be obligated to make its respective Aircraft available to the other Parties under this Agreement.

5. Operational Expenses. The Operator of the respective Aircraft will be responsible for all costs pertaining to the operation of the Aircraft on interchange flights, including, but not by way of limitation, the costs of fuel, flight crew, insurance, training (emergency, ground and flight), repairs and maintenance, catering to first class airline standards, parking and landing fees, and aircraft deicing. International landing fees, parking fees, overnight permits, communication charges and charges that are not applicable to domestic travel will be reimbursed to the Operator by the User.

6. Operational Control. The Operator shall have exclusive operational control, as that term is defined in 14 C.F.R. §1.1, over all aspects of each interchange flight operated using its Aircraft pursuant to this Agreement. The pilot in command shall have final and complete authority over the safety of operations for each interchange flight. The Operator of the respective Aircraft shall be solely responsible for securing maintenance, preventive maintenance and all required inspections of its Aircraft. Nothing herein transfers to the User any right, title, or interest in or to the Operator’s Aircraft or related equipment (including, without limitation, airframes, engines, instruments, propellers, seats, accessories, furnishings or parts of whatever kind or nature) owned, leased or operated by the Operator. The availability of Operator’s Aircraft for flights under this Agreement will at all times be subject and subordinate to any rights in and to such aircraft and related equipment now held by, or hereafter granted by Operator to a lender, lessor or third party.

7. Insurance. Each Party agrees to maintain and keep in full force and effect aircraft general liability insurance in the minimum amount of Fifty Million and No/100ths United States Dollars ($50,000,000.00) (or such other amount as may be agreed among all Parties from time to time), and will cause the other Parties to be listed as an additional primary insured

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on all policies, with waiver of subrogation rights and a thirty (30)-day notice provision in the event of any cancellation, change, or expiration of the policy. Certificates evidencing such coverage will be provided upon request.

8. Force Majeure. No Party shall be liable for any failure to perform any of its obligations under this Agreement due to force majeure, which shall include weather, accidents, strikes, acts of God, fire, terrorism or the threat thereof, explosion, riot, looting, civil commotion, failure of machinery or plant, shortages of materials, closure of airports, restrictions by government or any competent authority, or any other similar circumstances of whatsoever kind and howsoever caused beyond control of such Party.

9. Dispute Resolution.

(a) Amicable Resolution. The Parties mutually desire that friendly collaboration will continue among them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between or among any of the Parties in connection with this Agreement (including, without limitation, the non-performance of obligations or payment (or non-payment) of amounts hereunder), then the Dispute, upon written request of any Party involved in the Dispute, will be referred for resolution to the general counsel (or similar position) of each Party, who will have fifteen (15) days to resolve such Dispute. If the general counsels do not agree to a resolution of such Dispute within fifteen (15) days after the reference of the matter to them, such matter will be referred to the president of each Party involved in the Dispute for final resolution. Notwithstanding anything to the contrary in this Section 9, any amendment to the terms of this Agreement may only be effected in accordance with Section 17.

(b) Arbitration. In the event that the Dispute is not resolved in a friendly manner as set forth in Section 9(a), any Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 9(b). All Disputes submitted to arbitration pursuant to this Section 9(b) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by any involved Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by the Parties involved in the Dispute. If Parties fail to agree on an arbitrator within thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any Party to the Dispute,

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appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by any Party to the Dispute in any court having jurisdiction over the subject matter or over the applicable Party. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of any Party.

(c) Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement, each of the Parties, but none of their respective subsidiaries or affiliates, are entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Section 9 or otherwise, and each Party will cause its respective affiliates not to commence any dispute resolution procedure other than through such Party as provided in this Section 9(c).

(e) Compensation. Each Party shall continue to make all payments due and owing under Section 10 for use not the subject of a Dispute and shall not off-set such fees by the amount that is the subject of the Dispute.

10.	Record Keeping, Payments and Administrative. The Parties, by their mutual agreement, will interchange the Aircraft for equal time in service (based on their pro rata ownership of each Aircraft) recorded in one-tenths (1/10ths) of hours. The Parties will use their reasonable efforts to ensure that an interchange surplus of twenty-five (25) hours is the maximum balance for any Party to carry at any time during the term of this Agreement. If the maximum balance is exceeded by any Party for any period in excess of six (6) consecutive months, the Parties will make an appropriate settlement within the guidelines of the FARs, unless they otherwise agree. At the end of each one (1)-month period of the calendar year, the Parties will compare their respective records to monitor the equal time in service between each Party’s respective Aircraft.
11.	Effective Date/Term of Agreement. The effective date of this Agreement is the date set forth in the opening paragraph of this Agreement. This Agreement will continue thereafter until terminated pursuant to Section 12 below by any Party. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same document.
12.	Termination. This Agreement may be terminated by any Party immediately at any time upon breach or default of any other Party which is not cured within fifteen (15) days of a non-defaulting Party’s notice of breach or default, and may be terminated at will by any Party by giving the other Parties at least thirty (30) days written notice of its intent to so terminate. Upon termination, appropriate settlement will be made within the guidelines of the FARs.
13.	Notices. Any notice or other communication given under this Agreement shall be in writing and shall be delivered to the addressee via personal delivery, courier delivery, electronic mail, facsimile, or registered mail, return receipt requested, to each addressee by way of address, or other respective notice information, provided in Exhibit C hereto.

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14.	Assignment. This Agreement will inure to the benefit of and will be binding upon each of the Parties hereto and their respective successors and assigns. No Party may assign, transfer or convey any right, obligation or duty, in whole or in part, or any other interest under this Agreement without the prior written consent of the other Parties, except that each Party may assign this Agreement to an affiliate of such Party upon written notice to the other Parties. The provisions of this Agreement are for the benefit of the Parties and not for any other person or entity. However, should any third party institute proceedings, the provisions of this Agreement shall not provide any such person with any remedy, claim, liability, reimbursement, cause of action, or other right.
15.	Severability. If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination will not affect the validity, legality or enforceability of any other part of this Agreement, as if such invalid, illegal or unenforceable part were not contained herein.
16.	Governing Law. This Agreement will be governed and constructed according to the laws of the State of Florida, without giving effect to such State’s laws and principles regarding the conflict of laws. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Jacksonville, Florida, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.
17.	Entire Agreement; Amendment and Waiver. This Agreement, together with the exhibits and documents referred to herein, constitutes the complete and entire agreement between the Parties and supercedes all prior representations, promises, agreements and understandings of the Parties, express or implied, related to the subject matter herein. This Agreement may be amended only in writing signed by all Parties. No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and signed by or on behalf of the Party against whom such waiver or consent is claimed. No course of dealing or failure of any Party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default.

TRUTH IN LEASING STATEMENT UNDER FAR §91.23:

(a) FNF HEREBY CERTIFIES THAT THE AIRCRAFT LISTED ON EXHIBIT A BY U.S. REGISTRATION NUMBER N97FT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 135; THAT THE AIRCRAFT LISTED ON EXHIBIT A BY U.S. REGISTRATION NUMBER N92FT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91; AND THAT ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION

5

	FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT HAVE BEEN MET.
(b)	FIS HEREBY CERTIFIES THAT THE AIRCRAFT LISTED ON EXHIBIT B BY U.S. REGISTRATION NUMBER N96FT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91, AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT HAVE BEEN MET.
(c)	LPS HEREBY CERTIFIES THAT THE AIRCRAFT LISTED ON EXHIBIT B BY U.S. REGISTRATION NUMBER N96FT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91; AND THAT ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT HAVE BEEN MET.
(d)	FNF, FIS AND LPS AGREE, CERTIFY AND KNOWINGLY ACKNOWLEDGE THAT WHEN THE AIRCRAFT ON EXHIBIT A ARE OPERATED UNDER THIS AGREEMENT, FNF SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT, AND SHALL HAVE OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT FNF UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FARs.
(e)	FIS, LPS AND FNF AGREE, CERTIFY AND KNOWINGLY ACKNOWLEDGE THAT WHEN THE AIRCRAFT ON EXHIBIT B IS OPERATED UNDER THIS AGREEMENT, FIS AND LPS SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATORS OF THE AIRCRAFT, AND SHALL HAVE OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT FIS AND LPS EACH UNDERSTAND ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FARs.
(f)	EACH OF FNF, FIS AND LPS ACKNOWLEDGES THAT THE AIRCRAFT BEARING U.S. REGISTRATION NUMBER N97FT IS SUBJECT TO BEING OPERATED, FROM TIME TO TIME, BY FLIGHTWORKS, HOLDER OF A VALID AIR/TAXI COMMERCIAL OPERATOR OPERATING CERTIFICATE ISSUED BY THE FAA UNDER FAR PART 135, UNDER THE TERMS OF THE FNF MANAGEMENT AGREEMENT, FOR PURPOSES OF PART 135 OPERATIONS BY FLIGHTWORKS. FNF, FIS AND LPS AGREE THAT WHEN AIRCRAFT N97FT IS SO OPERATED BY FLIGHTWORKS, FLIGHTWORKS SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT AND SHALL HAVE OPERATIONAL CONTROL OF THE AIRCRAFT, AND THAT FLIGHTWORKS UNDERSTANDS ITS

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	RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FARs.
(g)	THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FLIGHT STANDARDS DISTRICT OFFICE. THE PARTIES FURTHER CERTIFY THAT THEY WILL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO: AIRCRAFT REGISTRATION BRANCH, P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA, 73125, WITHIN TWENTY-FOUR (24) HOURS OF ITS EXECUTION, AS PROVIDED BY FAR §91.23(c)(l).
(h)	A COPY OF THIS AGREEMENT SHALL BE CARRIED IN EACH AIRCRAFT WHILE BEING OPERATED HEREUNDER, AND SHALL BE MADE AVAILABLE FOR REVIEW UPON REQUEST BY THE FAA.

     IN WITNESS WHEREOF, each of the Parties hereto have caused this Agreement to be executed on their behalf by a duly authorized representative as of the day and year written above.

FIDELITY NATIONAL FINANCIAL, INC.
By:
	Name:
	Title:
FIDELITY NATIONAL INFORMATION SERVICES, INC.
By:
	Name:
	Title:
LENDER PROCESSING SERVICES, INC.
By:
	Name:
	Title:

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EX-99.4

Exhibit 99.4

LEASE AGREEMENT

     THIS LEASE AGREEMENT (this “Lease”), dated as of June ___, 2008, is by and between Lender Processing Services, Inc., a Delaware corporation (“LPS” or “Landlord”), and Fidelity National Information Services, Inc., a Georgia corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FIS” or “Tenant”). Landlord and Tenant are herein referred to individual as a “Party” and, collectively, the “Parties”.

     WHEREAS, Landlord is the owner of certain real property and improvements comprising a corporate campus located at 601 Riverside Avenue, in the city of Jacksonville, county of Duval, state of Florida; and

     WHEREAS, Tenant desires to lease from Landlord a portion of the real property and improvements at the 601 Riverside Avenue campus;

     NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Premises.

     1.1 Initial Premises. Landlord hereby leases to Tenant office space (collectively, the “Premises”) located on various floors in the 13-story main office building generally designated as “Building I” and in the building generally designated as “Building II”, as well as use of certain designated space in the buildings generally designated as “Building III and Building IV” and/or in any of the other buildings that Landlord owns or leases from time to time that are part of the corporate campus located at 601 Riverside Avenue, Jacksonville, Florida (after taking into account the exclusions hereinafter described, collectively the “Corporate Campus”), it being understood that the building generally designated as “Building V”, as well as the parking garage and the real property that is subject to that certain synthetic lease financing arrangement, as set forth on various documents dated on our about June 29, 2004, including the Master Lease Agreement, dated as of June 29, 2004, and the Master Agreement dated as of June 29, 2004, as amended by the First Omnibus Amendment dated as of November 5, 2004, the First Amendment to Master Agreement dated as of September 24, 2004, the Second Omnibus Amendment dated as of February 15, 2005, the Third Omnibus Amendment dated as of December 2, 2005, the Waiver Amendment to Operative Documents dated as of April 2005, and the Fourth Omnibus Amendment dated as of March 16, 2006, all among Fidelity National Financial, Inc. (“FNF”), as lessee, SunTrust Equity Funding, LLC, as lessor, certain financial institutions parties thereto, as lenders, and SunTrust Bank, as agent, are hereby specifically excluded from provisions of this Lease (and, for purposes of this Lease, from the definition of “Corporate Campus”). The parties further acknowledge and agree that, initially hereunder, the Premises constitute [________] rentable square feet representing approximately [____%] (“Tenant’s Share”) (including a load fact of [____%] for common/shared space) of the [________] rentable square feet of space at the Corporate Campus, it being understood that the parties anticipate that Tenant’s Share shall

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fluctuate and change as and when the rentable square feet of space allocated and leased to Tenant hereunder changes.

     1.2 Reallocations of Space. Notwithstanding any other provision herein or in any other agreement or instrument to the contrary, the parties understand and acknowledge that Landlord and Tenant anticipate that there will be reallocations of office space among Landlord, Tenant and FNF, including one or more reallocations during calendar year 2008. The parties hereby agree that Tenant’s Share may, by mutual agreement, increase or decrease from time to time during the term of this Lease, in which case the parties shall memorialize the changes in (i) rentable square footage of the Premises, (ii) Tenant’s Share and (iii) monthly Base Rent. In such event, Tenant’s Base Rent and Additional Rent shall be re-calculated based on the rentable square foot leased and allocated to Tenant, determined as a percentage of the total rentable square foot of office space available at the Corporate Campus.

2. Term. The initial term of this Lease shall be for three (3) years commencing June 30, 2008 (“Commencement Date”) and terminating on June 30, 2011 (“Initial Term”).

3. Rent.

     3.1 Base Rent. Tenant shall pay to Landlord base rent (“Base Rent”), at an annual rate of [$________] per rentable square foot, in equal monthly installments of [$________] without prior notice or demand, in advance, on the first day of each calendar month at such place as Landlord may direct, in writing. If the Term commences on a day other than the first day of a calendar month, Tenant shall pay to Landlord, on or before the Commencement Date, a pro rata portion of the monthly installment of Base Rent, such pro rata portion to be based on the actual number of calendar days remaining in such partial month after the Commencement Date. If the Term shall expire on other than the last day of a calendar month, such monthly installment of Base Rent shall be prorated for each calendar day of such partial month. If any portion of Base Rent or other sum payable to Landlord hereunder shall be due and unpaid for more than fifteen (15) days after written notice from Landlord to Tenant that such payment has not been received, it shall thereafter bear interest at a rate equal to twelve percent (12%) per annum (the “Default Rate”).

     3.2 Additional Rent. In addition to paying Base Rent, for each calendar year commencing with calendar year 2008, Tenant shall pay as additional rent (“Additional Rent” and, together with Base Rent, collectively, the “Rent”) Tenant’s Share of Landlord’s reasonable estimate of operating expenses for the entire Corporate Campus (“Operating Expenses”) that are in excess of the Operating Expenses applicable to the 2004 base year (the “Base Year”), which for the purposes of this Lease, the Tenant’s Share of Operating Expenses in the Base Year are [$________] per rentable square foot per year. Landlord reasonably estimates Tenant’s Additional Rent for the calendar year 2008 is [$________] per rentable square foot per year or [$________] per month, which when combined with the Base Rent shall result in a monthly Rent payment of [$________], which is equal to [$________] per rentable square foot per year for 2008. Commencing August 1, 2008, and otherwise as set forth herein, Tenant shall pay Additional Rent at the same times and in the same manner as Base Rent. Landlord shall adjust Additional Rent on an annual basis in 2008 and 2009 based on the same above principles. Tenant shall be

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liable to Landlord for the entire cost (as opposed to Tenant’s Share) of Landlord’s costs of providing any services or materials exclusively to Tenant.

          3.2.1 Calculation and Payment. Landlord shall deliver to Tenant on or before the first day of March following the end of each year following the Base Year (an “Expense Year”) a statement setting forth (i) the amount Tenant paid as Rent for the applicable Expense Year, and (ii) the actual amount of Tenant’s Share of Operating Expenses for the applicable Expense Year. If the amount Tenant paid as Rent for the applicable Expense Year exceeds the actual amount of Tenant’s Share of Operating Expenses for the applicable Expense Year, then Landlord shall credit such difference on Tenant’s next payment(s) of Rent. If the amount Tenant paid as Rent for the applicable Expense Year was less than the actual amount of Tenant’s Share of Operating Expenses for the applicable Expense Year, then Tenant shall pay such difference as Additional Rent to Landlord on Tenant’s next payment of Rent. Landlord’s failure to furnish such statement for any Expense Year in a timely manner shall not prejudice Landlord from enforcing its rights hereunder. Even if the Lease term has expired and Tenant has vacated the Premises, if an excess or shortfall exists when the final determination is made, Tenant shall immediately pay or receive a credit of such excess or shortfall.

          3.2.2 Items Included in Operating Expenses. Except as otherwise set forth herein, the term “Operating Expenses” includes all expenses, costs, and amounts of every kind that Landlord pays or incurs during any Expense Year because of or in connection with the ownership, operation, management, maintenance, or repair of the Corporate Campus (including the buildings thereon), including:

     3.2.2.1 Tax expenses (except for excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes applied or measured by Landlord’s general or net income;

     3.2.2.2 The cost of supplying utilities;

     3.2.2.3 The cost of operating, managing, maintaining, and repairing utility, mechanical, sanitary, storm drainage, and elevators;

     3.2.2.4 The cost of supplies and tools and of equipment, maintenance, and service contracts in connection with those systems;

     3.2.2.5 The cost of providing telephone-related telecommunications services and equipment;

     3.2.2.6 The cost of providing mail delivery services;

     3.2.2.7 The cost of landscaping;

     3.2.2.8 The cost of licenses, certificates, permits and inspections;

     3.2.2.9 The cost of contesting the validity or applicability of government enactments that may affect the Operating Expenses;

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     3.2.2.10 The costs incurred in connection with the implementation and operation of a transportation program, if any;

     3.2.2.11 The cost of insurance carried by Landlord in amounts reasonably determined by Landlord;

     3.2.2.12 The cost of parking area maintenance, repair, and restoration, including resurfacing, repainting, restriping, and cleaning;

     3.2.2.13 The cost of providing security in and around the Corporate Campus (including security for the buildings on the Corporate Campus), including but not limited to the installation, operation, and maintenance of security equipment and the wages, salaries, and other compensation and benefits of all persons engaged in providing security in and around the Corporate Campus;

     3.2.2.14 The cost of building depreciation and common area furniture, fixtures, and equipment amortized over the useful life of such items including, but not limited to, such items located in the lobbies of the buildings and the corporate gym and cafeteria located on the ground floor of the buildings; and

     3.2.2.15 Subject to the provisions of Section 3.2.3, below, the cost of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied or otherwise (“Capital Items”) amortized over the useful life of such items, including financing costs, if any, incurred by Landlord after the effective date of the Lease for any capital improvements installed or paid for by Landlord.

     3.2.2.16 Any other costs of the Landlord included in the calculation of Operating Expenses for that calendar year and not otherwise specifically identified herein.

          3.2.3 Items Excluded from Operating Expenses. Landlord and Tenant hereby expressly acknowledge and agree that the following items shall be excluded from the calculation of Operating Expense items:

     3.2.3.1 Repairs or other work occasioned by the exercise of right of eminent domain;

     3.2.3.2 Leasing commissions, attorneys’ fees, costs and disbursements and other expenses, all of which are incurred in the connection with negotiations or disputes with Tenants, other occupants or prospective tenants;

     3.2.3.3 Renovating or otherwise improving or decorating, painting or redecorating leased space for tenants or other occupants or vacant tenant space, other than ordinary maintenance provided to all tenants, except in all common areas;

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     3.2.3.4 Landlord’s costs of electricity and other services sold separately to tenants for which Landlord is entitled to be reimbursed by such tenants as an additional charge over and above the base rent and operating expense or other rental adjustments payable under the Lease with such tenant, and domestic water submetered and separately billed to tenants;

     3.2.3.5 Expenses in connection with services or other benefits of a type which Tenant is not entitled to receive under the Lease but which are provided to another tenant or occupant;

     3.2.3.6 Cost incurred due to violation by Landlord or any tenant of the terms and conditions of any Lease;

     3.2.3.7 Interest on debt or amortization payments on any mortgage or mortgages and under any ground or underlying leases or lease with respect to the Premises;

     3.2.3.8 Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;

     3.2.3.9 Any particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Operating Expense adjustment, including but not limited to any services covered in any corporate and transitional services agreement such as data management services, interexchange services (i.e., private line, paging, cellular), corporate voicemail, and electronic messaging services (i.e., Exchange 2000, Active directory, and SMTP routing and support);

     3.2.3.10 Advertising and promotional expenditures;

     3.2.3.11 Any expenses for which Landlord is compensated through proceeds of insurance;

     3.2.3.12 Any and all costs arising from the release of hazardous materials or substances (as defined by applicable laws in effect on the date the Lease is executed) in or about the Premises, the Corporate Campus (including the buildings thereon), or the Land in violation of applicable law including, without limitation, hazardous substances in the ground water or soil, not placed by Tenant in the Premises, the buildings on the Corporate Campus, or the land on which the Corporate Campus is situated;

     3.2.3.13 Costs incurred in connection with upgrading the Corporate Campus (including the buildings) to comply with violations of disability, life, fire and safety codes, ordinances, statutes, or other laws in effect prior to the effective date of the Lease, including, without limitation, the Americans with Disabilities Act (42 U.S.C. 12101 et seq.) (“ADA”) and any penalties or damages incurred due to such non-compliance; provided, however, Tenant shall pay Tenant’s share of the amortized costs incurred by Landlord to comply with ADA violations cited

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during the term of this Lease; and provided further however, Tenant shall bear one hundred percent (100%) of the costs associated with ADA violations cited with respect to alterations made by Tenant;

     3.2.3.14 Any and all costs associated with the maintenance and operation of the data center located on the Corporate Campus provided, however, that Tenant shall pay Tenant’s Share of landscaping and parking costs associated with such data center; and

     3.2.3.15 Any and all costs associated with the telephone switch space leased by Landlord to Alltel Corporation, provided, however, that Tenant shall pay Tenant’s Share of landscaping and parking costs associated with such space.

          3.2.4 Cost Allocation Agreement. Without limiting the foregoing or any other provision of this Lease, the Parties agree that they may from time to time enter into cost allocation agreements or other contractual arrangements with respect to the allocation of the operating costs of the buildings on the Corporate Campus as between Landlord, Tenant, and/or other parties.

     3.3 Audit. Tenant shall have the right at all reasonable times within sixty (60) days after Landlord has provided Tenant with a statement of the actual Operating Expenses, and at its sole expense, to audit Landlord’s books and records relating to this Lease for that Expense Year. Should such an audit disclose a discrepancy between actual Operating Expense and what Tenant paid for Tenant’s Share of such Operating Expenses and such discrepancy is equal to or greater than two percent (2%), Landlord shall not only refund the discrepancy amount to Tenant but also pay for the actual cost of such audit upon being billed therefor by Tenant.

4. Use of Premises. Tenant shall have the right to use and occupy the Premises for the purpose of general office. Landlord covenants and agrees that throughout the term of this Lease, Tenant shall be entitled to a reasonable number of parking spaces for its employees, customers and visitors.

5. Quiet Enjoyment. Landlord warrants to Tenant that Landlord is the owner of the Premises and the buildings that the Premises are located in on the Corporate Campus, and that Landlord may rightfully enter into this Lease. Landlord shall protect, defend and indemnify Tenant against any interference with Tenant’s use and quiet enjoyment of the Premises.

6. Taxes. Landlord shall be responsible for the payment of all taxes assessed on the Premises during the Term, subject to Tenant’s obligation to reimburse Landlord for Tenant’s Share thereof, and Tenant shall be responsible for the payment of taxes assessed upon any of Tenant’s personal property located on the Premises. Notwithstanding any contrary provision herein, Tenant shall pay prior to delinquency any rent tax, sales tax or service tax generated as result of this Lease.

7. Insurance. Tenant shall pay its pro rata share of all premiums for fire insurance, extended coverage insurance, liability insurance, “other perils” insurance, and other insurance carried by Landlord on or with respect to the Premises. Tenant’s pro rata share of the insurance premiums, regardless of the manner in which they are to be paid, shall be deemed to be

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additional rental due under this Lease. If the premiums should increase or decrease at any time, Tenant’s pro rata share and Tenant’s payments shall be appropriately adjusted.

     7.1 Liability Insurance. Tenant and Landlord shall each separately maintain at all times during the Initial Term and any Renewal Term and keep in force for their mutual benefit, commercial general liability insurance against claims for personal injury, death or property damage occurring in, on or about the Premises or sidewalks or areas adjacent to the Premises to afford protection to the limit of not less than $5,000,000 combined single limit. Such insurance may be covered under a blanket policy covering the Premises and other locations of Tenant or an affiliate corporation or entity. Certificates of all policies of insurance shall be delivered to the party requesting the certificates or parties designated by the party requesting the certificates upon written request.

     7.2 Waiver of Subrogation. Both Tenant and Landlord agree to seek a waiver of subrogation clause from their respective insurers which establishes a waiver of the insurer’s subrogation against Landlord or Tenant as the case may be for any property loss (real/personal property or improvements/betterments) caused by the other. Any policy or policies of insurance procured by Landlord or Tenant, covering direct or indirect property loss, shall include a waiver of subrogation clause in favor of the other party as the case may be.

8. Utilities. Landlord and Tenant agree that the Corporate Campus (including the buildings located thereon) is already connected for sewer, water, gas, and electricity. Subject to Tenant’s obligations to pay Tenant’s Share of the cost Landlord incurs in supplying utilities to the common areas, Tenant shall pay all utility expenses incurred by Tenant in connection with Tenant’s use of the Premises (collectively, “Tenant’s Utility Expenses”). In the event utility service is interrupted to the Premises due to the need for maintenance and repair to the utility lines, Landlord shall immediately commence restoration and repairs of the lines and conduits in order that said utility service shall be resumed at the earliest possible time. If Landlord shall fail to make such repairs after written notice from Tenant, Tenant may do so at Landlord’s expense. Additionally, should there be an interruption in the utilities for more than 24 hours due to the Landlord’s gross negligence, rent shall be abated until the utilities are restored.

9. Maintenance and Repairs. Structural portions of the Premises, including the roof, foundation, exterior walls and load bearing interior walls, shall be maintained and repaired by Landlord except to the extent repairs are made necessary by the acts of Tenant. Except for the repairs and maintenance Landlord is specifically obligated to make under this Section, Tenant shall maintain and keep the entire Premises including all partitions, doors, ceiling, fixtures, equipment and appurtenances thereof in good order, condition and repair, reasonable wear and tear excepted at the sole expense of Tenant. To the extent an HVAC system serves the Premises exclusively, Tenant shall be responsible for maintaining an HVAC service contract for routine filter changing and general upkeep. Landlord may disapprove the contractor, provided however, its approval may not be unreasonably withheld, conditioned or delayed.

10. Common Area Maintenance. Landlord shall keep the common area in good repair during the term or extension thereof, reasonable wear and tear excepted.

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11. Alterations and Improvements. Tenant shall have the right at any time throughout the term of this Lease and any extensions hereof, to make or cause to be made, any alterations, additions, or improvements, or install or cause to be installed any trade fixture, signs, floor covering, interior or exterior painting or lighting, plumbing fixtures, shades or awnings, as Tenant may deem necessary or suitable with Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. Upon the expiration of the Initial Term of this Lease, Tenant shall have the option to remove such alterations, decorations, additions or improvements made by it, provided any damage to Premises resulting from such removal is repaired. Also, upon the expiration of the Initial Term of this Lease, Tenant if requested by Landlord shall remove any signs and repair any damages to the Premises resulting from such removal. During the term, Tenant shall not make any alterations, additions, improvements, non-cosmetic changes or other material changes to the Premises without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall be permitted to make Minor Alterations (as defined below) without Landlord’s prior written consent. Minor Alterations, as used herein, shall be defined as any alterations, improvements, etc. made to the Premises (excluding the facade thereof) which do not affect the structure of the buildings, their systems or equipment. If Landlord approves any alterations, additions, improvements, etc., Landlord shall notify Tenant, in writing, along with Landlord’s approval notice, of whether Tenant shall, upon termination of this Lease, either: (i) remove any such alterations or additions and repair any damage to the Premises (or the buildings in which the Premises are located) occasioned by their installation or removal and restore the Premises to substantially the same condition as existed prior to the time when any such alterations or additions were made, or (ii) reimburse Landlord for the cost of removing such alterations or additions and the restoration of the Premises.

12. Fire or Casualty. If more than twenty-five percent (25%) of the Premises or the use, occupancy or access to or of the Premises shall be destroyed in whole or in part by fire or other casualty, Tenant may in its reasonable discretion terminate this Lease. If less than twenty-five percent (25%) of the Premises shall be destroyed in whole or in part by fire or casualty, the Rent due during the remainder of the Lease term shall be reduced in proportion to the area destroyed, effective on the date of the casualty. Within thirty (30) days after the date of a fire or other casualty, Landlord must inform Tenant if the Premises and the buildings in which the Premises are located will be rebuilt. If the Premises is to be rebuilt and Tenant elects not to terminate the Lease, the Premises (including the office buildings in which the Premises are located, must be rebuilt and ready for occupancy within ninety (90) days of date of fire or other casualty. Landlord and Tenant agree and covenant that neither shall be liable to the other for loss arising out of damage to or destruction of the Premises or contents thereof when such loss is caused by any perils included within, and covered by, standard fire and extended coverage insurance policy of the state of Florida. This Lease shall be binding whether or not such damage or destruction is caused by negligence of either Party or their agents, employees or visitors. Landlord agrees to carry fire and extended coverage to the extent required by its lender, and if there is no lender, in an amount satisfactory to Landlord.

13. Eminent Domain. If more than twenty-five percent (25%) of the Premises (or the use, occupancy or access to or of the Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if the owner elects to convey title to the condemnor by a deed in lieu

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of condemnation, then Tenant may in its discretion terminate the Lease and be relieved from further liability hereunder. If less than twenty -five percent (25%) of the Premises (or the use, occupancy or access to or of the Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if Tenant elects not to terminate this Lease, the Rent due during the remainder of the Lease term shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority; provided, however, that in the event Tenant cannot reasonably operate its business at the Premises due to such partial taking, Tenant shall be permitted to terminate this Lease by written notice to Landlord.

14. Tenant’s Default.

     14.1 Any other provisions in this Lease notwithstanding, it shall be an event of default (“Event of Default”) under this Lease if: (i) Tenant fails to pay any installment of rent or any other sum payable by Tenant hereunder when due and such failure continues for a period of ten (10) days after written notice from Landlord to Tenant that such payment has not been received, or (ii) Tenant fails to observe or perform any other material covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than thirty (30) days, provided, however, that if such non-monetary Event of Default by Tenant cannot reasonably be cured within such thirty (30) day period, and provided further that Tenant is proceeding with due diligence to effect a cure of said Event of Default, no Event of Default hereunder shall be declared by Landlord if Tenant continues to proceed with diligence to cure said Event of Default, but in no event shall such cure period extend beyond ninety (90) days following notice from Landlord of such violation, default or breach, or (iii) Tenant files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (iv) a custodian, receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant’s property or of the Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (v) Tenant shall generally not pay Tenant’s debts as such debts become due, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (v) above.

     14.2 If Tenant shall fail to make any payment of rent when due or if Tenant shall fail to keep and perform any express written covenant of this Lease and shall continue in default for a period of ten (10) days after Tenant has received written notice of such default and demand of performance from Landlord, Landlord may commence judicial proceedings, provided, however, if any default shall occur (other than in the payment of rent) which cannot be cured within a period of thirty (30) days and Tenant, prior to the expiration of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate such default and proceeds diligently to

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take steps to cure the same, Landlord shall not have the right to declare the term ended by reason thereof for an additional period of sixty (60) days.

     14.3 In the event of any such Event of Default, Landlord at any time thereafter may at its option exercise any remedies available to Landlord at law or in equity, including, without limitation, one or more of the following remedies:

          (i) Termination of Lease. Landlord may terminate this Lease, by written notice to Tenant, without any right by Tenant to reinstate its rights by payment of rent due or other performance of the terms and conditions hereof. Upon such termination Tenant shall immediately surrender possession of the Premises to Landlord, and Landlord shall immediately become entitled to receive from Tenant an amount equal to the difference between the aggregate of all rent reserved under this Lease for the balance of the Initial Term or Renewal Term, as the case may be, and the fair rental value of the Premises for that period, determined as of the date of such termination, and reduced by the amount Landlord may obtain upon reletting, discounted to present value at the rate of ten percent (10%).

          (ii) Reletting. With or without terminating this Lease, as Landlord may elect, Landlord may, by summary proceedings, re-enter and repossess the Premises, or any part thereof, and lease them to any other person upon such terms as Landlord shall deem reasonable, for a term within or beyond the term of this Lease; provided, that any such reletting prior to termination shall be for the account of Tenant, and Tenant shall remain liable for (i) all rent and other sums which would be payable under this Lease by Tenant in the absence of such expiration, termination or repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant after deducting from such proceeds all of Landlord’s actual expenses, attorneys’ fees, employees’ expenses, reasonable alteration costs, expenses of preparation for such reletting and all other actual costs and expenses incurred as a result of Tenant’s breach of this Lease. Landlord shall use commercially reasonable efforts to relet the Premises. If the Premises are at the time of default sublet or leased by Tenant to others, Landlord may, as Tenant’s agent, collect rents due from any subtenant or other tenant and apply such rents to the rent and other amounts due hereunder without in any way affecting Tenant’s obligation to Landlord hereunder.

          (iii) Injunction. In the event of breach by either party of any provision of this Lease, the other party shall have the right of injunction and the right to invoke any remedy allowed at law or in equity in addition to other remedies provided for herein.

          (iv) No Exclusive Right. No right or remedy herein conferred upon or reserved to Landlord or Tenant is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute.

          (v) Expenses. In the event that either Landlord or Tenant exercises any of the remedies provided herein, the wrongful party shall pay to the other all actual expenses incurred in connection therewith, including reasonable attorneys’ fees.

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15. Landlord’s Default. If Landlord shall be in default or shall fail or refuse to perform or comply with any of its obligations under this Lease and shall continue in default for a period of thirty (30) days after Tenant has given Landlord written notice of such default and demand of performance, Tenant may remedy the same and deduct the cost thereof from subsequent installments of rent or terminate the Lease and recover from Landlord any and all damages Tenant may have incurred due to such default or failure. Upon any default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity.

16. Assignment and Sub-letting. Tenant shall not have the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time without the Landlord’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.

17. Holding Over. In the event Tenant remains in possession of the Premises after the expiration of the Initial Term or a Renewal Term without executing a new Lease, Tenant shall occupy the Premises from month to month at a rental rate of 150% of the applicable rental rate during the last month of the term, subject to all of the covenants of this Lease insofar as consistent with such a tenancy. The provisions of this Section 17 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.

18. Signage. Tenant shall retain, throughout the term of the Lease, the signage rights it presently has on the exterior of the buildings on the Corporate Campus, the monument signage at Riverside Avenue, directory and suite entry signage. Unless otherwise consented to by Landlord, Tenant and FNF, the only other signage that may appear on the exterior of the buildings on the Corporate Campus and on the exterior monument signage during the Term shall be that of Landlord or Tenant, or of FNF. Any proposed change of the monument signage, or the

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signage on Buildings I or Building V, from that existing on the Commencement Date shall require the mutual agreement of Landlord, Tenant and FNF. Any proposed change of the signage on any other building on the Corporate Campus in which Tenant occupies space from that existing on the Commencement Date shall require the mutual agreement of Landlord and Tenant, it being understood that other than Building I and Building V, if Tenant does not occupy space therein, Tenant shall have no signage rights or right to consent to any change thereto. If the parties are unable to reach agreement on any such proposed change to the monument or building signage, then the matter shall be referred to the Chief Executive Officers of each of Landlord, Tenant and FNF.

19. Hazardous Materials. Landlord and Tenant agree to indemnify and hold harmless the other from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys fees, consultant and expert fees) arising during or after the lease term from or in connection with the presence or suspected presence of hazardous substances in, on or beneath the Premises, unless the hazardous substances are present as the result of negligence, willful misconduct or other acts of the party otherwise so indemnified, its agents, employees, contractors or invitees. Without limitation of the foregoing, this indemnification shall include any and all costs incurred due to any investigation by a federal, state or local agency or political subdivision, unless the hazardous substances are present solely as the result of negligence, willful misconduct or other acts of the party otherwise so indemnified, its agents, employees, contractors or invitees. This indemnification shall specifically include any and all costs due to hazardous substances which flow, diffuse, migrate or percolate into, onto or under the Premises after the Commencement Date. Each of the parties agrees to comply with all laws, codes, rules, and regulations of the United States and the State of Florida. Tenant agrees that it will not store, keep, use, sell, dispose of or offer for sale in, upon or from the Premises any article or substance which may be prohibited by any insurance policy in force from time to time covering the buildings in which the Premises are located, nor shall Tenant keep, store, produce or dispose of on, in or from the Premises or the buildings in which the Premises are located any substance which may be deemed a hazardous substance or infectious waste under any state, local or federal rule, statute, law, regulation or ordinance as may be promulgated or amended from time to time. As used herein, “hazardous substance” means any substance which is toxic, ignitable, reactive, or corrosive and which is regulated by any local government, the state in which the Premises is located, or the United States government or poses a threat to human health or the environment, and includes any and all material and substances which are defined as “hazardous waste”, “toxic substances” or a “hazardous substance” pursuant to state, federal or local governmental law, including, but not restricted to, asbestos, polychlorobiphenyls and petroleum.

20. Americans with Disabilities Act. Each of Landlord and Tenant represents and warrants that any alterations, modifications, upfit or construction performed by it shall be performed in compliance with the ADA.

21. Subordination. Subject to the covenant given by Landlord in this paragraph to obtain nondisturbance and attornment agreements with any mortgage or beneficiary of a deed of trust encumbering the property, Tenant agrees that this Lease is and shall remain subject and subordinate to any mortgage given by Landlord on the property or the buildings in which the Premises are located, and Landlord’s interest in this Lease may be assigned as security for any

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present and future mortgages or deeds of trust attaching the property and all renewals, modifications, replacements and extensions thereof. However, Landlord shall enter only into financing and mortgage agreements which allow Tenant to retain its leasehold interest in the Premises provided Tenant is not in default under this Lease and which obligates Tenant to abide by all the terms, covenants and conditions of this Lease in the event the mortgagee takes title to the Premises through foreclosure or accepts a deed in lieu of foreclosure. At any time and from time to time upon not less than fifteen (15) days’ prior notice by Landlord to Tenant, Tenant shall, without charge, execute, acknowledge and deliver to Landlord a statement prepared by Landlord, in a form for Tenant to fill in and sign, certifying whether (i) this lease is unmodified and in full force and effect (or if there have been modifications, whether the same is in full force and effect as modified and stating the modifications), (ii) the Term has commenced and Base Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid, (iii) whether or not, to the knowledge of the signer of such certificate, Landlord is in default in performance of any of the terms of this Lease and, if so, specifying each such default of which the signer may have knowledge, (iv) Tenant has accepted possession of the Premises, (v) Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) Tenant then claims any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying the same, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Premises or any part thereof or of the interest of Landlord in any part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or prospective lessor thereof, by any lessee or prospective lessee thereof, or by any prospective assignee of any mortgage thereof.

22. Attorney’s Fees. In connection with any litigation arising out of this Lease, the prevailing party, Tenant or Landlord, shall be entitled to recover all costs incurred, including reasonable attorney’s fees.

23. Limitation on Liability. Neither party is liable to the other for under this lease for any special, incidental, punitive or consequential damages of any kind or nature, including, without limitation, any lost profits or loss of business. Notwithstanding anything to the contrary, Landlord is not liable for flood water damage unless Landlord is grossly negligent or willful misconduct. Landlord shall not be liable to Tenant or to Tenant’s employees, agents or invitees, or to any other person or entity, whomsoever, for any injury to person or damage to or loss of property on or about the Premises or the common area caused by the negligence, acts or omissions, or misconduct of Tenant, its employees, or of any other person entering the buildings in which the Premises are located under the express or implied invitation of Tenant, or arising out of the use of the Leased Premises by Tenant and the conduct of its business therein, or arising out of any breach or default by Tenant in the performance of its obligations under this Lease or resulting from any other cause whatsoever, except Landlord’s gross negligence; and Tenant hereby agrees to indemnify Landlord and hold it harmless from any loss, cost, expense or claims arising out of any such damage or injury.

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24. Services Provided by Landlord.

     24.1 Security. Tenant shall adhere to Landlord’s security procedures as they pertain to the Premises. This may include, but not be limited to, proper display of security badges, maintaining accurate employee access rosters, and assisting Landlord in the investigation of security related matters. Landlord agrees to provide Tenant with the same security services that Landlord provides throughout the Corporate Campus, subject to Tenant’s compliance with Landlord’s security procedures and subject to Tenant’s obligation to pay Tenant’s share of the cost thereof.

     24.2 Mail Services. Landlord covenants and agrees that throughout the term of this Lease Landlord shall provide Tenant with mail delivery services within the Corporate Campus.

     24.3 Telecommunications Services. Landlord covenants and agrees to provide to Tenant the following telecommunication services and equipment at the Corporate Campus, including Building V:

(i) Supply of all Handsets,

(ii) Voicemail,

(iii) Maintenance of Computer Servers that Route Tenant’s Telephone Calls (“Public Branch Exchange” or “PBX” Units),

(iv) Call accounting program and maintenance, and

(v) Supply all cabling infrastructure.

The following services are specifically excluded:

(x) Move/add/change requests, and

(y) Project work related to new PBX’s.

Tenant hereby agrees to pay to Landlord Tenant’s respective share of the telecommunications services listed above incurred by Landlord at the entire Corporate Campus, including for these purposes, Building V and parking garage. The costs to be allocated to Tenant will be proportionate to Tenant’s utilization of the telecommunications systems, including long distance telephone charges, and shall be allocated on an employee headcount basis, taking into account the aggregate number of Tenant employees as compared to the aggregate number of persons (including without limitation Landlord employees and employees of FNF) with telecommunication services at the Corporate Campus. Within 30 days after the end of each calendar month, LPS shall prepare and deliver to FIS a monthly summary statement (each a “Monthly Telecommunications Cost Summary Statement”) setting forth all of the costs owing by FIS to LPS hereunder. For sake of clarification, the Parties acknowledge that unless and until the Parties agree otherwise, all Monthly Telecommunications Summary Statements required hereunder shall be incorporated into and be a part of the respective Monthly Summary Statement referred to in the Master Accounting and Billing Agreement dated as of June ___, 2008 (the “Billing Agreement”) between FIS and LPS.

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Landlord’s obligation to provide telecommunication services hereunder may be terminated at any time with the consent of both Parties. In the event that the obligation to provide telecommunication services is terminated at the request of either party, Tenant shall compensate Landlord for the costs, if any, actually incurred by Landlord for any unamortized telecommunications equipment provided hereunder that was purchased or otherwise acquired for use by Tenant and for which Landlord has no other use after the termination of the telecommunication services hereunder (it being understood that Landlord shall use its reasonable best efforts to mitigate any such costs).

25. Memorandum of Lease. Tenant shall not record this Lease or a Memorandum of Lease.

26. Confidentiality. Each Party shall keep confidential any and all information concerning the other Party which it may obtain pursuant to this Lease, and agrees not to disclose such information to any person unless authorized to do so by the Party in question. The provisions of this Section 26 shall not, however, apply to information made generally available to the public by any Party or by third parties through lawful channels, or information which is obtained from a third person who (insofar as is known to the recipient of such information) is lawfully in possession of such information and not in violation of any contractual, legal or fiduciary obligation to a Party with respect to such information.

27. Limitation of Liability. EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BY REASON OF A BREACH OF WARRANTY, ANY PARTY’S LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY’S DIRECT OUT-OF-—POCKET DAMAGES, ACTUALLY INCURRED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

28. Dispute Resolution

     28.1 Amicable Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Lease, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Lease, then the Dispute, upon written request of either Party, will be referred for resolution to the General Counsels of the Parties, which General Counsels will have ten (10) days to resolve such Dispute.

     28.2 Mediation. In the event any Dispute cannot be resolved in a friendly manner as set forth in Section 28.1, the Parties intend that such Dispute be resolved by mediation. If the General Counsels of the Parties are unable to resolve the Dispute as contemplated by Section 28.1, either Party may demand mediation of the Dispute by written notice to the other, in which case the two Parties will select a single mediator within ten (10) days after the demand. Neither

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Party may unreasonably withhold consent to the selection of the mediator. Each Party will bear its own costs of mediation but both Parties will share the costs of the mediator equally.

     28.3 Arbitration. In the event that the Dispute is not resolved pursuant to Section 28.1 or through mediation pursuant to Section 28.2, the latter within thirty (30) days of the submission of the Dispute to mediation, either Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 28.3. All Disputes submitted to arbitration pursuant to this Section 28.3 shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the Arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by the Parties. If the Parties fail to agree on an arbitrator thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any Party to the dispute or difference, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by any Party to the Dispute in any court having jurisdiction over the subject matter or over any of the Parties. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

     28.4 Non-Exclusive Remedy. Each of the Parties acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Lease by either Party. Accordingly, nothing in this Section 28 will prevent either Party from immediately seeking injunctive or interim relief in the event of any actual or threatened breach of any confidentiality provisions of this Lease. All actions for such injunctive or interim relief shall be brought in a court of competent jurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach of this Lease.

     28.5 Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Lease, the Parties, but none of their respective Subsidiaries, are entitled to commence a dispute resolution procedure under this Lease, whether pursuant to this Section 28 or otherwise, and each Party will cause its respective subsidiaries not to commence any dispute resolution procedure other than through such Party as provided in this Section 28.

29. Notices. All notices, demands or requests which may be given by either party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person, or sent via telefax or electronic transmission (provided that in any such case, such telefax or electronic transmission is immediately thereafter confirmed by telephone), or on the next business day if sent by overnight courier, and in each case addressed as set forth below:

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LANDLORD:	Lender Processing Services, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: General Counsel Phone: 904-854-8547
TENANT:	Fidelity National Information Services, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: General Counsel Phone: 904-854-3453

The address to which such notices, demands, requests, elections or other communications are to be given by either party may be changed by written notice given by such party to the other party pursuant to this Section.

30. Miscellaneous.

     30.1 Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of Landlord, Tenant and their respective successors and assigns.

     30.2 Governing Law. This Lease shall be construed under the laws of the State of Florida, without application of the conflict of law provisions thereof.

     30.3 Merger Clause. This Lease contains the entire agreement between Landlord and Tenant regarding the Premises which are the subject of this Lease and may only be altered by a written agreement executed by both Landlord and Tenant.

     30.4 Severability. If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby.

     30.5 Force Majeure. In the event the performance by either party of any of its obligations hereunder, except with the respect of payment of money, is delayed by reason of an act of God, strike, governmental restrictions, war, terrorist threats or acts, or any other cause, similar or dissimilar, beyond the reasonable control of the party from whom such performance is due, the period for the commencement of completion thereof shall be extended for a period equal to the period during which performance is so delayed.

     30.6 Counterparts. The Lease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute but one and the same instrument.

     30.7 No Partnership Created. The Landlord and Tenant are not and shall not be considered joint venturers, not partners, and neither shall have power to bind or obligate the other except as set forth herein.

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     30.8 Headings. The titles to the paragraphs of this Lease are inserted only as a matter of convenience and for reference and in no way confine, limit or describe the scope or intent of any section of this Lease, nor in any way affect this Lease.

     30.9 Modification. No modifications, alterations, or amendments of this Lease or any agreements in connection therewith shall be binding or valid unless in writing and duly executed by both Landlord and Tenant.

     30.10 Effectiveness. Notwithstanding the date hereof, this Lease shall become effective as of the date and time that the Distribution becomes effective pursuant to the terms of the Contribution and Distribution Agreement dated as of June ___, 2008 between FIS and LPS.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year above first written.

LANDLORD: LENDER PROCESSING SERVICES, INC., a Delaware corporation
By
	Name:
	Title:
TENANT: FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation
By
	Name:
	Title:

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EX-99.5

Exhibit 99.5

FORM OF MASTER INFORMATION TECHNOLOGY AND

APPLICATION DEVELOPMENT SERVICES AGREEMENT

     This MASTER INFORMATION TECHNOLOGY AND APPLICATION DEVELOPMENT SERVICES AGREEMENT (“Agreement”), dated as of June      , 2008 (the “Effective Date”), by and between Fidelity National Financial, Inc., a Delaware corporation for itself and on behalf of its subsidiaries (“FNF”), and Lender Processing Services, Inc. , a Delaware corporation, for itself and on behalf of its subsidiaries (collectively, “LPS”), (including all exhibits, attachments and Statements of Work, as may be amended or appended from time to time, the “Agreement”).

WITNESSETH:

     Whereas, LPS is a provider of software application development, support and maintenance services; and

     Whereas, FNF desires to engage LPS to provide certain software application development, support and maintenance services on an ongoing basis and as may be specifically required from time to time on a non-exclusive basis and LPS desires to provide such services, as described and on the terms and conditions set forth in this Agreement.

     Now, Therefore, in consideration of the material covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, LPS and FNF agree as follows:

     Now, Therefore, for and in consideration of the agreements of the parties set forth below, FNF and LPS agree as follows:

ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION

1.1. Definitions. The defined terms used in this Agreement shall have the meanings set forth in Schedule I attached hereto.

1.2. Rules of Interpretation.

(a)	The term “including” means “including, without limitations” unless the context clearly states otherwise.
(b)	All references in this Agreement to Articles, Sections, Exhibits or Schedules, unless expressed or indicated, are to the Articles, Sections, Exhibits or Schedules to this Agreement.
(c)	Words importing persons include, where appropriate, firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.

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(d)	Words importing the singular include the plural and vice versa. Words of the masculine gender are deemed to include the correlative words of the feminine and neuter genders.
(e)	All references to a number of days mean calendar days, unless expressly indicated otherwise.
(f)	The recitals to this Agreement are deemed to be a part of this Agreement.
(g)	In the event of a conflict between the terms of any or all of the body of this Agreement, the Statement of Work and any other Exhibit or Schedule to this Agreement, the terms of this Agreement shall prevail to the extent of such conflict.
(h)	All reference herein to this Agreement shall include the exhibits and schedules attached to this Agreement.
(i)	For purposes of this Agreement, “Subsidiary” shall mean any corporation or other legal entity of which LPS controls or owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members to the board of directors or similar governing body.

ARTICLE 2. TERM

2.1. Initial Term. The initial term of this Agreement (the “Initial Term”) commences as of the Effective Date and shall continue until the fifth Anniversary of the Effective Date (the “Initial Term Expiration Date”), unless terminated earlier pursuant to Article 18.

2.2. Renewal and Extensions.

(a)

FNF shall have the right to renew (a “Renewal Right”) this Agreement upon the expiration of the Initial Term for two successive one-year periods. Each such renewal period is referred to herein as a “Renewal Period”. If FNF intends to exercise a Renewal Right, FNF shall provide LPS with a written notice of such intent (a “Renewal Notice”) at least six (6) months prior to the Initial Term Expiration Date, or the expiration date of the initial Renewal Period. FNF’s failure to provide the Renewal Notice permitted by this Section 2.2 shall be conclusive evidence of FNF’s intent not to exercise a Renewal Right. The Initial Term, along with any Renewal Period, are collectively referred to herein as the “Term”. Expiration Date shall be defined as the end of the Term (“Expiration Date”).

(b)

Upon receipt by LPS of a Renewal Notice, FNF and LPS shall commence discussions relating to the terms and conditions of this Agreement applicable to the Renewal Period. If, prior to the commencement of a Renewal Period, FNF and LPS have not agreed upon the terms and conditions applicable to this Agreement during such Renewal Period, this Agreement shall be renewed for

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	only the One Year Renewal Period on the terms of this Agreement in effect on the Initial Term Expiration Date.
(c)	Each Statement of Work arising hereunder shall have an initial term as specified therein but, in the absence of any specification, shall be coextensive with the end of the Initial Term or then-current Renewal Term and, subject to any right of earlier termination, shall thereafter renew (or terminate) on the same dates and subject to the same notice requirements as applicable to this Agreement.

ARTICLE 3. SERVICES

3.1. Services.

(a)

As of the Effective Date and continuing throughout the Term, LPS will provide to the FNF Entities (defined immediately following), the services, as more particularly described in the Base Services Agreements, Schedules and Exhibits attached hereto. For purposes of this Agreement, the term “FNF Entities” shall mean, collectively, at any given time after the Effective Date, each of (i) FNF and (ii) all partnerships, firms, corporations, and entities which are, at that time, at least majority owned or otherwise controlled (directly or indirectly) by FNF. Such services, together with Additional Services (defined herein below), and services to be provided under Statements of Work, Base Services Agreement(s), Amendments, or an equivalent, made part of this Agreement from time to time, are collectively referenced herein as the “Services”. The Roles and Responsibilities described in Exhibit A shall apply only to the extent that a Base Service Agreement states that such Services will be provided.

(b)

FNF and LPS agree that each of the FNF Entities shall have the right to receive, use and benefit from the Services to be provided pursuant to this Agreement. FNF shall be fully responsible for compliance by each FNF Entity with the terms and conditions of this Agreement. FNF shall be the sole point of contact for LPS for all requests, communications, decisions, and approvals under this Agreement. FNF shall resolve, and LPS shall not be responsible for, any conflicts among the FNF Entities which affect LPS’s performance of the Services. LPS shall look solely to FNF for the payment of Fees. An entity which ceases to be an FNF Entity shall, ipso facto, cease to enjoy rights hereunder, but any of the FNF Entities may use its rights hereunder to transition the former FNF Entity off the Services, for a reasonable period, not to exceed twelve (12) months, without breach hereof; provided, however, that during such transition period, the Services shall be limited to those applications which were supported through the Services prior to the date of divestiture. In any such event, FNF shall continue to pay for Services requested by FNF and provided by LPS in support of the transitioning FNF entity or business and shall be responsible for the performance of such transitioning entity in conformity with the terms and conditions of this Agreement.

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(c)

Subject to Section 3.1(b) and Section 3.5 (Additional Services) and subject to the terms of the applicable Base Service Agreement, FNF shall have the right to add additional entities, additional volumes and business units to this Agreement; provided that the addition or deletion of such entities or business units does not materially affect LPS’s obligations under this Agreement. Any such increase or decrease in volume resulting from the addition or deletion of entities, additional volumes or business units shall be treated as any other increase or decrease in the resource volumes invoiced to FNF. FNF shall share information with LPS necessary to allow LPS to determine which resources will be required to perform the Services and any Additional Services, subject to applicable confidentiality restrictions.

(d)

FNF acknowledges that the Services will be performed by LPS and one or more Subsidiaries of LPS and consents to the performance of such Services from time to time during the Term of the Agreement by such LPS Subsidiaries.

3.2. LPS Responsible for all Service Providers and LPS Subcontractors. The specific services to be provided under this Agreement shall be identified in the Base Services Agreements, Statement(s) of Work, Exhibits and Amendments to this Agreement as mutually agreed upon in writing by both parties. Subject to Section 8.4, LPS may provide the Services through one or more subcontractors (“LPS Subcontractors”). LPS will be responsible and liable for compliance by the LPS Subcontractors with all applicable laws and regulations, the terms herein relating to confidentiality, data and data security, and the Fidelity Information Security Policy (attached as Exhibit J) and such additional terms as are identified by FNF to LPS as being expressly required in any subcontract. LPS shall be fully responsible for compliance by each LPS Subcontractor with the terms and conditions of this Agreement and for policing and enforcing each subcontract. LPS shall be the sole point of contact for all LPS Subcontractors for all requests, communications, decisions, and approvals under this Agreement. LPS shall resolve, and FNF shall not be responsible for, any conflicts among the LPS Subcontractors which affect performance of the Services. FNF shall be liable hereunder solely to LPS (and not to any subcontractor) for performance of this Agreement by FNF (or FNF Entities). LPS’s use of an LPS Subcontractor in the performance of the Services under this Agreement shall not, under any circumstances, operate to relieve LPS of any of its obligations or liabilities under this Agreement or shift responsibility therefore to FNF.

3.3. Services. The parties agree that the following Services are “Services” under this Agreement: (i) Application Development Services described in Schedule C-1, and (ii) Application Maintenance Services described in Schedule C-2. Notwithstanding any contrary limitation of remedies for FIS failure to meet Service Levels, failure of FIS to maintain agreed Service Levels for Core Services (as set forth in Exhibit H or otherwise), may rise to a material breach of this Agreement warranting termination, may accrue elevated Service Level Penalties and may be the subject of damage claims.

3.4. Base Services Agreements. All Base Services Agreements attached hereto as a Schedule to Exhibit C (each a “Base Services Agreement” and collectively, the “Base Services Agreements”) form a part of this Agreement. All applicable terms, conditions, responsibilities and delivery schedules that apply to a particular Service are identified in the applicable Base

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Services Agreement(s) and shall govern the provision of the relevant Service. Each Base Services Agreement shall contain a description of the Services to be performed, the applicable Fees and the Service-specific terms, conditions, responsibilities and delivery schedules which shall govern the provision of the relevant Services. All consistent terms of this Agreement shall also apply to performance of each of the foregoing Base Services Agreements. Unless otherwise agreed to in writing by both parties, the Services to be rendered by LPS to FNF are limited to those Services that are specifically described in the Base Services Agreements. Any new terms, conditions, responsibilities or delivery schedules which may be specifically applicable to any particular Service, as they may be negotiated through the course of business, shall be set forth in writing and executed by the parties and added to this Agreement either as a new Base Services Agreement, Statement of Work or as an amendment to this Agreement. Such action shall not constitute a modification or change of any provision of this Agreement or of any provision of any other Base Services Agreement, unless expressly stated in such written agreement. In the event of any conflict between the provisions of this Agreement and a Base Services Agreement, the terms of this Agreement shall control unless the Base Services Agreement expressly states that, in the event of conflict with this specific Agreement (and not conflicting agreements generally), the Base Services Agreement shall control.

3.5. Statements of Work and Additional Services.

(a)

FNF may from time to time request that LPS perform technology related services that are not specified herein as being included in the Services (“Additional Services”). Upon request by FNF in writing to the LPS Relationship Manager in detail sufficient for LPS to respond, LPS will promptly respond in an amount of time appropriate to the complexity of project, but in no event more than ten (10) days later, providing FNF, in writing, (1) (A) a description in reasonable detail of the work LPS proposes to perform to fulfill the request for Additional Services, including when appropriate suggested software and/or hardware, (B) a schedule for commencing and completing such Additional Services, and (C) LPS’s full prospective charges and/or rates for completing and/or maintaining such Additional Services or (2) if LPS cannot respond in the detail required by subsection (1), an estimate of time by which LPS shall provide to FNF the information set forth in subsections 3.5(a)(1)(A), (B) and (C) hereof.

(b)

If FNF determines, in its sole discretion, to move forward with such Additional Services from LPS on the terms offered, the parties shall work together over an appropriate period of time, not to exceed ten (10) days, to determine the following matters and develop a schedule for an appropriate Statement of Work: (1) when appropriate, any new software or hardware required by LPS to deliver the Additional Services, (2) when appropriate, if requested by FNF, the Designated Software, Equipment and run time requirements necessary to develop and operate any new applications required to deliver the Additional Services, (3) when appropriate, a description of the human resources necessary to develop and provide the Additional Services, (4) when appropriate, a list of any existing applications or hardware necessary to be used in delivering the Additional Services, and an assessment of the impact on then-current Services supported by such applications and/or hardware, (5) when appropriate, acceptance test criteria

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	and procedures for any new applications, products, packages or services which are part of any Additional Services and (6) the applicable Fees. Thereafter, the parties shall negotiate in good faith the time frame for the completion of the Statement of Work.
(c)	If after FNF’s receipt of LPS’s initial response to FNF’s request for Additional Services containing the information set forth in Section 3.5(a)(1), FNF determines to move forward with engaging LPS to perform such Additional Services it may elect, in writing, to have LPS promptly commence performance of such Additional Services on a time and materials basis, in accord with the LPS response and all applicable terms herein, pending execution of a definitive Statement of Work and for an FNF-specified period of not more than sixty (60) days. Such interim work shall be performed on a time and materials basis at the Professional Services Rate set forth in Exhibit D. If FNF indicates to LPS its desire to negotiate a Statement of Work pending, during or instead of, assuming a time and materials arrangement, the Parties shall promptly commence negotiations thereof, with such negotiations to be conducted diligently and in good faith. Either party may discontinue negotiation of the definitive Statement of Work at such party’s discretion at any time. Alternatively, if the LPS response is not acceptable to FNF, FNF may propose to, or request from, LPS a revision or refinement of the form or substance of LPS’s initial response. LPS will promptly (but in no event more than five (5) days later) respond with (1) a revised proposal or (2) an estimate of time by which LPS shall provide a revised proposal, and the process described above may repeat. A request by FNF for a revised proposal shall not be deemed a rejection of the original LPS proposal which may be taken up on a time and materials basis at any time within sixty (60) days of the relevant LPS response. If LPS fails to timely respond to a request for revised proposal, FNF may, for all purposes, deem such inaction as a rejection by LPS of the opportunity to make a counter proposal.
(d)	LPS shall not commence, nor shall FNF be liable to pay for, any Additional Service unless and until LPS and FNF have entered into either a time and materials agreement or Statement of Work (as contemplated above) or an Amendment to this Agreement in accord with Section 23.7 (Amendments). Upon entering into an agreement for Additional Services, such Additional Services shall be deemed included within the concept of Services. Nothing in this Section 3.5 shall be interpreted as preventing FNF from obtaining Services from a third party at its sole discretion without obligation to first offer the opportunity to provide such Services to LPS.

3.6. Licenses and Permits. LPS, at its expense, and with FNF’s reasonable assistance, shall obtain all business licenses and permits required by any applicable legal requirement, including laws, regulations, rules, orders, decrees or legislative enactments of any kind which LPS is required to have obtained in order to perform the Services.

3.7. Change Control Procedures. The change control procedures initially applicable hereto shall be those described in Section 4.1 of Exhibit A hereto (the “Change Control Procedures”).

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In the event information contained in any documentation is no longer accurate or current due to the implementation of a change, LPS shall revise the impacted documentation and provide revised documentation to FNF within five (5) days after such change. Upon reasonable notice to LPS, and to the extent relevant to any such change, LPS shall provide FNF access to LPS’s operations procedures which relate to the provision of the Services, as documented by LPS, and subject to LPS’s confidentiality obligations to third parties.

3.8. Product Discontinuation. With respect to any FNF Equipment, FNF Third Party Software which LPS uses to provide Services, or LPS Software used in connection with the provision of the Services under this Agreement which is scheduled for discontinuation by the manufacturer thereof, LPS will provide FNF with written notice of such planned discontinuation and will make recommendations for replacement.

3.9. Intentionally Deleted.

3.10. Intentionally Deleted.

3.11. Reports. During the Term and the Termination Assistance Period, LPS will continue to provide to FNF those reports relating to the Services that FIS or any Subsidiary or subcontractor is providing to FIS or any FNF Entity as of the date of execution hereof, on the current schedule therefor or as subsequently agreed, together with such additional reports as are specified herein or as may be reasonably requested by FNF from time to time (collectively, the “Reports” and each, a “Report”). If the parties agree that another specific tool or specialized software application is to be used by FIS in providing the Reports, FNF shall provide such tool or software, together with training of FIS in the use thereof, at FNF’s expense. All other expenses of monitoring performance or otherwise enabling relevant data capture, and otherwise of providing the Reports, shall be borne by LPS. Reports shall be provided in electronic copies. Such Reports shall be provided by LPS.

3.12. Compliance Environment. LPS acknowledges that FNF and certain FNF Entities are subject to various general and industry-specific laws and regulations, and that FNF has promulgated and provided to LPS (and will promulgate from time to time and provide to LPS) various internal policies to assure compliance with such laws and regulations. FNF shall apprise LPS from time to time of laws and regulations uniquely applicable to FNF Entities to the extent regulated by State Departments of Insurance, and of proposed changes to such laws and regulations and, when applicable, anticipated effective dates (each, a “Regulation”). To the extent that such Regulations and/or the Fidelity Information Security Policy have an impact on the Services, FNF will advise LPS, by providing such notice to the LPS Relationship Managers, of such impact and the Services (including, if appropriate, adjustments to the Service Levels and the Fees therefor) shall be adjusted appropriately pursuant to the Change Control Procedures. Subject to the foregoing, LPS will operate and deliver its Services in compliance with the Fidelity Information Security Policy. All changes to the Services shall be made in accordance with the Change Control Procedures. Subject to mutually agreed upon lead times for implementation, all Services shall be performed by LPS and LPS Subcontractors in a manner consistent with Regulations as made known to LPS from time to time and reflected in the Services pursuant to Change Control Procedures, modifying operations and practices as necessary.

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3.13. Title to Work Product Other Than Software. With respect to works of authorship generated under this Agreement such as manuals, training materials and other materials containing FNF’s or LPS’ internal technical or operational procedures, including the procedures manual and the Change Control Procedure but excluding the Documentation and data (collectively, “Non-Software Materials”), the following shall apply: FNF shall retain ownership of pre-existing materials included in the Non-Software Materials and owned by FNF prior to such use and all modifications thereto and LPS shall retain ownership of all pre-existing materials included in the Non-Software Materials and owned by LPS prior to such use and all modifications thereto. LPS agrees that each item of LPS work product that constitutes FNF Non-Software Materials created by or for LPS by reason of its undertakings to provide Services to FNF is, to the extent applicable, a “work made for hire” as defined under U.S. copyright law and that, as a result, FNF shall own all copyrights in such work product as it arises or otherwise comes into being. To the extent that such work product does not qualify as a work made for hire under applicable law, and/or to the extent that any of the foregoing includes content subject to copyright, patent, trademark, trade secret, or other intellectual property rights, LPS hereby continuously assigns to FNF, its successors and assigns, all right, title and interest in and to any such work product as the same arises or otherwise comes into being during the Term, including all copyrights, patents, trademarks, trade secrets, and other proprietary rights therein (including renewals thereof). From time to time during or following the Term, LPS shall execute and deliver to FNF such additional instruments, and take such other actions, as FNF may reasonably request to confirm, evidence or carry out the grants of rights contemplated by this paragraph. Notwithstanding the foregoing LPS shall retain the rights to utilize any skills, knowledge, expertise tools or methodologies that it develops in performing the Services, in connection with the services LPS provides to third parties, so long as, in doing so, LPS does not use any tangible embodiment of FNF-owned Non-Software Materials or otherwise violate LPS’s obligations of confidentiality under Article 16. Without prejudice to any other licenses granted elsewhere, the preceding sentence will not constitute a license of FNF or LPS copyrights or patents.

3.14. LPS Affiliate Statements of Work. Notwithstanding anything herein to the contrary, certain non-subsidiary affiliates of LPS (each, an “Affiliate Provider”) may, with the consent of FNF, enter into Statements of Work for which the Affiliate Provider shall have direct liability to FNF (and for which, notwithstanding Section 3.2 above, LPS shall have no liability.) In such event, the Affiliate Provider shall simultaneously execute and deliver a copy of Exhibit 3.14 hereto, duly completed, agreeing to the applicable terms of this Agreement as set forth in Exhibit 3.14 and as necessary to accommodate the disintermediation of LPS with respect to the undertaking of the Affiliate Provider. As of the Effective Date, there are no Exhibits 3.14 to this Agreement.

ARTICLE 4. INTENTIONALLY DELETED

ARTICLE 5. SERVICE LEVELS

5.1. Services. At all times FIS’s level of performance shall be at least equal to specific Service Levels identified in or pursuant to this Agreement, as such Service Levels may be

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modified from time to time. All Services hereunder (including but not limited to Additional Services) shall also be performed in accordance with the Base Services Agreements.

5.2. Adjustment of Service Levels. LPS shall use reasonable efforts throughout the Term to continuously improve the quality and efficiency of its performance of the Services taken as a whole. Additionally, as the relevant technology that LPS uses in its overall operations changes and improves, LPS will use all reasonable efforts to improve the Services in a similar fashion as appropriate. Either FNF or LPS may, upon notice to the other party, no more frequently than two (2) times in any calendar year, initiate negotiations to review and, upon agreement by FNF and LPS, adjust the Service Level(s) which such party in good faith believes is inappropriate, ineffective or irrelevant at that time or to reflect improved efficiencies and/or capabilities enabled by advances in technology, processes and methods implemented by LPS, including without limitation changes pursuant to the Technology Plan. During such reviews, LPS shall work with FNF to identify possible cost/service level tradeoffs (but any resulting changes in the Service Levels shall be implemented only if mutually agreed).

5.3. Intentionally Deleted.

5.4. Service Level Penalties. In the event of a failure of FIS to provide the Services in accordance with the applicable Service Levels set forth on Exhibit H, FIS will incur the Service Level Penalties identified in, and according to, the schedule set forth in Exhibit H. FNF’s sole and exclusive monetary remedy for FIS’s failure to comply with Service Levels for those Services for which FNF has elected to receive Service Level Credits shall be the Service Level Credits. Notwithstanding the preceding sentence, FNF nonetheless may exercise any other right available to it hereunder, including any applicable right of whole or partial termination provided for in Section 18 of this Agreement, to the extent that the facts and circumstances so justify.

5.5. Intentionally Deleted.

5.6. Service Level Measurement. FIS shall utilize the necessary measurement and monitoring tools and procedures required to measure and report FIS’s performance of the Services against the applicable Service Levels. Such measurement and monitoring shall permit reporting at a level of detail sufficient to verify compliance with the Service Levels, and shall be subject to audit by FNF as described below in Section 5.7. FIS shall provide FNF with information regarding such tools and procedures upon request, for purposes of verification, project and contract management.

5.7. Service Level Audit. FNF may, at FNF’s expense, commence an audit of the operations, procedures, policies and Service Levels of FIS relevant to the Services and this Agreement, on two (2) business days prior written notice to FIS and at times mutually agreeable by FIS so as to not materially disrupt the operations of FIS, acting itself (a “Service Level Audit”). Notwithstanding the foregoing, in the event of a governmental agency audit request or for other reasonable cause, FIS will use commercially reasonable efforts to provide audit access in less than twenty-four hours from when requested by FNF. If a report of the results of the Service Level Audit is prepared by FNF or the third party performing the audit (a “Service Level Audit Report”), FNF will deliver to FIS a copy of the Service Level Audit Report within ten (10) days of FNF’s receipt thereof.

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ARTICLE 6. SERVICE LOCATIONS

6.1. LPS Service Locations. The Services will be provided from one or more of LPS’s service locations designated by LPS (collectively, the “LPS Service Location(s)”) or from an FNF Location.

6.2. Safety and Security Procedures.

(a)

LPS shall maintain and enforce, at the LPS Service Locations, safety and security procedures that are at least (i) compliant with Regulations and the Fidelity Information Security Policy in accordance with LPS’s obligations under Section 3.12, (ii) equal to industry standards for such LPS Service Locations, and (iii) as rigorous as those procedures in effect at the LPS Service Locations as of the Effective Date. LPS shall investigate and remedy any Security Incident (as defined below) at the LPS Service Locations, if applicable, in accordance with the provisions of this Section.

(b)

At the LPS Service Locations, LPS shall maintain and comply with safeguards against the destruction, loss or alteration of FNF Data (the “Data Safeguards”) which are at least (i) compliant with the requirements of Section 3.12, (ii) equal to generally accepted insurance industry standards, and (iii) as rigorous as those procedures used in protection of its own similar data as of the Effective Date. The safeguards shall include (1) FNF Data backup and storage which is separate from that of other LPS customers, and (2) upon request, reports of appropriate logs of the internal LPS firewall(s), LPS leveraged firewalls used to deliver FNF services or LPS-managed, FNF-dedicated firewalls which separate the FNF segment from other LPS segments (except that LPS reserves the right to mask certain sensitive information (e.g., LPS internal or other LPS customer IP addresses)). All changes to the firewall rule sets which will affect the delivery of the Services shall be made in accordance with Change Control Procedures. FNF shall be permitted to conduct, or to cause LPS to engage a third party (who is not a competitor and is mutually agreeable to LPS) to conduct, at FNF’s expense and no more frequently than once a year, a review of LPS’s information security management, the LPS firewall rule sets for the internal LPS firewall(s) which separate the FNF segment from other LPS segments or leveraged firewalls used to deliver FNF services (except that LPS reserves the right to mask certain sensitive information (e.g., LPS internal or other LPS customer IP addresses)), LPS-managed, FNF-dedicated firewalls and any other security procedures implemented with respect to the Systems used to deliver the Services to FNF upon reasonable notice (which shall be no less than ten (10) days notice for such reviews by auditors and inspectors designated by FNF and upon request, regardless of advance notice (a) to the extent FNF is required to conduct a more immediate review for compliance with law and (b) for more immediate reviews by FNF regulators) and so as to not disrupt LPS business operations. Such access shall be provided to FNF in accordance with LPS’s security and audit guidelines (i.e., access will be provided at the applicable LPS Service Location with the assistance of LPS personnel and shall include the opportunity to review but not copy the logs). LPS shall

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	cooperate fully with any FNF investigation of a Security Incident. Such collaboration shall include permitting FNF access to internal audit data and logs of communications traffic pertinent to the Security Incident, provided that LPS shall not be required to disclose any information regarding other customers of LPS.
(c)	LPS shall maintain in effect at all times, and promulgate, within LPS and LPS Subcontractors performing Services, a Security Incident Response Plan, the current version of which has been provided to FNF. The Security Incident Response Plan shall be reviewed by the parties not less often than every six (6) months. At each review, all changes to the Security Incident Response Plan made by LPS since a prior review shall be disclosed by LPS to FNF. Any change to the Security Incident Response Plan which is reasonably expected to result in a material impact on FNF shall be subject to FNF’s prior approval, which approval shall not be unreasonably withheld. LPS shall use commercially reasonable efforts to incorporate all FNF proposed changes to the Security Incident Response Plan. The Plan shall describe the procedures for LPS to follow in the event of any actual (i) unauthorized use, access, disclosure, theft, manipulation and/or reproduction of FNF Data, and/or (ii) security breach of the Systems associated with the accessing, processing, storage, communication and/or transmission of FNF Data (a “Security Breach”) or if LPS or FNF has a reasonable cause to believe that such a Security Breach has occurred or will occur (collectively, a “Security Incident”).
(d)	Subject to appropriate protections of third party confidential information, FNF may elect, with LPS’s cooperation, to observe any LPS investigation associated with any such Security Incident and LPS will, in any event, keep FNF informed of all progress and actions taken in response to each Security Incident. FNF in its sole discretion will determine whether to provide notification to customers, employees or agents concerning a breach or potential breach of security or any other type or form of Security Incident. Furthermore, FNF, and not LPS, will determine the need for and will have the sole authority to initiate disclosure to appropriate government authorities in the event of a security breach, unless such disclosure by LPS is mandated by applicable law or regulation.
(e)	LPS agrees to maintain on all Systems associated with access, processing, storage, communication and/or transmission of FNF Data, a continuous monitoring program to enable early detection of any known or suspected instance of unauthorized use, access, disclosure, theft, manipulation, reproduction and/or possible Security Incident.
(f)	To the extent that any of the Services are provided from a location other than an LPS Service Location, including but not limited to locations or facilities provided by FNF to LPS for the purposes of providing the Services (a “FNF Location”), LPS shall comply with those safety and security procedures that are in effect at such FNF Location and of which LPS is aware or reasonably should be aware. To the extent FNF’s personnel are present at the LPS Service Location in connection

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with the performance of the Services, FNF shall comply with those safety and security policies and procedures imposed by LPS at LPS Service Locations of which FNF is aware or reasonably should be aware.

ARTICLE 7. RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION

7.1. Relationship Managers. Each party will designate one or more relationship managers which shall be known as the “LPS Relationship Managers” for LPS and the “FNF Relationship Managers” for FNF (collectively, the “Management Committee”). The Management Committee shall meet at least once each month during the Term to discuss any matters related to the Services or this Agreement. The FNF Relationship Managers will serve as the primary points of contact for LPS with respect to this Agreement. The LPS Relationship Managers will have overall responsibility for day-to-day management and administration of the Services provided under this Agreement and will serve as the primary contact for FNF with respect to this Agreement. The LPS Relationship Managers shall, at the request of FNF and with reasonable notice, attend any meeting related to this Agreement, the Systems, the FNF Proprietary Software or any of the Services, at LPS’s expense. If either party elects to replace a Relationship Manager, the replacement shall have the background, experience and qualifications necessary to perform his or her assigned duties and such party shall give the other party reasonable notice of such replacement.

7.2. Continuity of Services. In the event of a Dispute between FNF and LPS pursuant to which FNF in good faith and reasonably believes it is entitled to withhold payment and during the pendency of the dispute resolution process described in this Article 7, LPS shall continue to provide the Services and FNF shall continue to pay any undisputed amounts to LPS pending resolution of the dispute.

7.3. Dispute Resolution

(a)

All disputes, controversies, or claims arising out of or relating to this Agreement, (“Dispute(s)”) shall be settled as set forth in this Section 7.3 (unless excepted pursuant to Section 7.3(d), 12.2 or 16.3). Disputes shall be initially referred to the Management Committee prior to escalation to First Tier Management (as defined below). If the Management Committee is unable to resolve, or does not anticipate resolving, a Dispute within ten (10) days after referral of the matter to it, then either party shall submit the Dispute to the First Tier Management.

(b)

Each party will designate a first tier manager, who will initially be the Chief Information Officer of LPS and Chief Information Officer of FNF (collectively, the “First Tier Management”). The First Tier Management shall meet with such frequency as the First Tier Management may mutually agree, but in no event less frequently than once every ninety (90) days, for the purposes of (a) discussing the status of matters related to the Services, LPS performance, and any other matters and (b) resolving Disputes that may arise under this Agreement. The First Tier Management shall consider Disputes in the order such Disputes are brought before it. The First Tier Management shall negotiate in good faith and each use commercially reasonable efforts to resolve such Dispute. The location, format,

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	frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the representatives involved subject to the last sentence of this Subsection 7.3(b). Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. If the First Tier management is unable to resolve, or does not anticipate resolving, a Dispute within twenty (20) days after referral to it, the parties must submit the Dispute to the Executive Management (as defined below) pursuant to Subsection 7.3(c).
(c)	If the negotiations conducted pursuant to Section 7.2(b) do not lead to resolution of the underlying Dispute to the satisfaction of a party involved in such negotiations, then either party may notify the other in writing that it desires to elevate the Dispute to the President of LPS and the President of FNF (collectively, the “Executive Management”) for resolution. Upon receipt by the other party of such written notice, the Dispute shall be so elevated and the President of LPS and the President of FNF shall negotiate in good faith and each use commercially reasonable efforts to resolve such Dispute within thirty (30) days. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the representatives involved. Upon mutual agreement, the Dispute may be mediated before either party may resort to litigation. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in any subsequent proceedings between the parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding.
(d)	In the event that a Dispute is not resolved within thirty (30) days after the referral of the Dispute to the Executive Management, either party may refer the Dispute to binding arbitration in accordance with the then current versions of the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. The arbitration will be conducted in Jacksonville, Florida in front of one mutually agreed upon arbitrator. The parties agree to participate in the management escalation process described in this Section 7.3 (the “Escalation Process”) to its conclusion and not to terminate negotiations concerning resolution of the matters in dispute until the earlier of conclusion of the Escalation Process or termination or expiration of this Agreement. Each party agrees not to commence an arbitration action or seek other remedies prior to the

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conclusion of the Escalation Process, provided that either party may commence an arbitration action on any date (i) if, within the thirty (30) days thereafter, the commencement of a judicial claim might be barred by an applicable statute of limitations or (ii) in order to request an injunction to prevent irreparable harm. In such event, the parties agree (except as prohibited by court order) to continue to participate in the Escalation Process to its conclusion and to toll the statute of limitations until thirty (30) days after conclusion of the Escalation Process.

ARTICLE 8. PROJECT STAFF

8.1. Project Staff. Subject to the terms of this Article 8, LPS shall appoint and manage individuals with suitable training and skills as described in this Section 8.1 to perform the Services (the “Project Staff”). LPS shall notify FNF as soon as possible after any Project Staff member dedicated to the Services resigns or is dismissed or for any other reason will no longer be performing Services, whether on a permanent or temporary basis. The Project Staff assigned to perform LPS’s obligations under this Agreement shall have experience, training, and expertise equal to personnel with similar responsibilities in the business in which LPS is engaged and shall have sufficient knowledge of the relevant aspects of the Services, and shall obtain sufficient knowledge of the practices and areas of expertise of each FNF Entity, to enable them to efficiently and effectively perform their duties and responsibilities under this Agreement. If FNF reasonably and in good faith recommends the removal of a Project Staff member dedicated to providing the Services to FNF from FNF’s account, LPS shall discuss FNF’s recommendation and if, after such discussion, FNF still wishes the removal, LPS shall remove the Project Staff member. If FNF reasonably and in good faith recommends the removal of a Project Staff member who LPS is leveraging in providing the Services to FNF from FNF’s account, LPS shall discuss FNF’s recommendation in good faith and either remove the Project Staff member or offer other commercially reasonable alternatives to address FNF’s concerns. Nothing herein gives FNF the right to affect the employment relationship between LPS and any employee of LPS.

8.2. FTEs. “FTE” means full time equivalent personnel resources provided by LPS which shall consist of an individual or combination of individuals as determined by LPS.

8.3. Onsite Resources. To the extent existing and available to FNF, and without charge to LPS, FNF agrees to provide LPS with adequate premises, in good repair, to perform LPS’s responsibilities at an FNF Location under this Agreement. Without limiting the generality of the foregoing, FNF agrees to supply water, sewage, heat, lights, telephone lines and equipment, air conditioning, electricity, daily janitorial services, cafeteria services and office equipment and furniture, and parking spaces for LPS employees under the same conditions provided to employees of FNF in like positions. FNF will provide telephone instruments and telephone service. In the event FNF desires to move the FNF location after the Effective Date, FNF shall provide LPS prior notice of such move and pay LPS for any reasonable costs incurred by LPS because of such move.

8.4. LPS Subcontractors. LPS may subcontract any of the Services to a LPS Subcontractor; only with the prior written approval of FNF.

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8.5. Conduct of LPS Personnel. While at any FNF Location, LPS’s personnel, contractors, and LPS Subcontractors shall comply with FNF’s reasonable requests, rules, and regulations regarding personal and professional conduct (including the wearing of an identification badge and adhering to regulations and general safety practices or procedures) as communicated to LPS and otherwise conduct themselves in a businesslike and professional manner. If FNF determines that a particular employee, contractor, or subcontractor is not conducting himself or herself in the manner required pursuant to this Section 8.5, FNF may notify LPS. Upon such notice, LPS shall promptly investigate the matter and take appropriate action which includes, at FNF’s reasonable discretion, removing such employee, contractor or subcontractor from the Project Staff. In the event LPS believes that the removal of such employee, contractor or subcontractor may prevent LPS from meeting one or more Service Level or other obligations under this Agreement, LPS will notify FNF within forty-eight (48) hours, and the parties shall negotiate in good faith a temporary modification to the applicable Services. If such employee, contractor or subcontractor is removed, LPS shall replace such employee, contractor or subcontractor with an individual with at least such experience, qualifications and technical skills suitable to, and generally required in connection with, the duties attendant to the position to be filled.

8.6. Conduct of FNF Personnel. While at any LPS location, FNF’s personnel, contractors, and subcontractors shall comply with LPS’s reasonable requests, rules, and regulations regarding personal and professional conduct (including the wearing of an identification badge and adhering to regulations and general safety practices or procedures) as communicated to FNF and otherwise conduct themselves in a businesslike and professional manner. If LPS determines that a particular employee, contractor, or subcontractor is not conducting himself or herself in the manner required pursuant to this Section 8.6, LPS shall notify FNF. FNF shall promptly investigate the matter and take appropriate action.

8.7. Personnel Recruitment. Except as expressly permitted by other written agreement(s) between LPS and FNF, LPS agrees, during the Term, not to recruit and/or hire any personnel then employed by FNF. Except as expressly permitted herein or by other written agreement(s) between LPS and FNF, FNF agrees, during the Term, not to recruit and hire any personnel then employed by LPS. The provisions of this Section 8.7 shall not apply to any solicitation conducted by, or any hiring resulting from, general public advertising (including newspapers and trade publications) or the self-directed efforts of a placement professional.

ARTICLE 9. PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS.

9.1. Identification of Software. The parties shall use reasonable efforts to schedule, by or promptly following the Effective Date, all software relating to the Services controlled by each of them at the Effective Date, and shall, with respect to prospective changes, maintain such schedule current throughout the Term as either develops, acquires or terminates licenses for software relating to the Services. The parties shall, promptly following the Effective Date and quarterly thereafter, update and reconcile such schedules. Promptly following each quarterly reconciliation, LPS shall deliver to FNF in electronic form, in a format and on media in common use at the time, a copy of the source code for all FNF Proprietary Software developed or modified by or on behalf of LPS since or from the prior such delivery, clearly labeled in accordance with industry practice but including, at least, product, version, date and the date of the prior delivery of source code for such product. Prior to the acquisition, development or use

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of any software by LPS in connection with the Services, the parties shall agree in writing on the categorization of such software as one of FNF Proprietary Software, FNF Third Party Software, LPS Proprietary Software, or LPS Third Party Software (each as defined herein below) and upon acquisition or development, shall add such software to the appropriate software schedule.

9.2. FNF Software. As of the Effective Date, LPS is utilizing to provide the Services software owned by FNF at the Effective Date and used prior to the Effective Date to support services which will be Services hereunder, or of which FNF acquires ownership after the Effective Date (the “FNF Proprietary Software”) and the FNF Third Party Software. LPS will use the FNF Proprietary Software and FNF Third Party Software at FNF’s sole expense, if any, and solely to provide the Services. All FNF Proprietary Software will be and will remain the exclusive property of FNF. LPS will have no rights or interests in the FNF Proprietary Software hereunder except as described in this Section 9.2. FNF shall assist LPS in obtaining access to such software and any related documentation in FNF’s possession on or after the Effective Date. “FNF Third Party Software” shall mean the software which is provided by FNF and licensed in FNF’s name. FNF Proprietary Software and FNF Third Party Software are collectively referred to as “FNF Software”. All FNF Third Party Software will be and will remain the exclusive property of such third party licensors and LPS will have no rights or interests in the FNF Third Party Software except as described in this Section 9.2. Any license fees, maintenance fees or other expenses reasonably incurred by LPS in obtaining the licenses and procuring maintenance agreements for the FNF Third Party Software shall be paid by FNF as a Pass-Through Expense, subject to prior review and approval by FNF. LPS shall not, without FNF’s prior consent, decompile or reverse engineer the FNF Software. As of the Effective Date, FNF will cause LPS to be provided access to the FNF Proprietary Software in the form in use by FNF as of the Effective Date. Upon expiration of this Agreement or termination of this Agreement for any reason, the rights granted to LPS in this Section 9.2 will immediately revert to the entity which granted them and LPS shall, at no cost to FNF (other than transfer fees, if any), (i) cease use of all FNF Software, except to the extent as required in connection with the Termination Assistance Services, (ii) deliver to FNF a current copy, if any, of all the FNF Software (including any related source code in LPS’s possession or control) in the form in use as of the date of such expiration or termination of this Agreement, (iii) destroy or erase all other copies of the FNF Software and documentation in LPS’s possession or the possession of LPS Subcontractors unless otherwise instructed by FNF, and (iv) if LPS has modified or enhanced any FNF Software, LPS shall deliver to FNF all copies of such modifications or enhancements. Upon termination of expiration of this Agreement, at the request of FNF, LPS will cooperate with FNF in its efforts to obtain for FNF (or FNF’s designee) a royalty free, perpetual, worldwide, non-exclusive license to use the FNF Third Party Software. Any fees or other expenses reasonably incurred by LPS in cooperating in the efforts to obtain such licenses shall be paid by FNF as a Pass-Through Expense.

9.3. LPS Proprietary Software. All software and related documentation owned by LPS before the Effective Date which is used in connection with the Services, or of which LPS acquires ownership after the Effective Date and which is used in connection with the Services, excluding FNF Proprietary Software (collectively, the “LPS Proprietary Software”), will be and will remain the exclusive property of LPS and FNF will have no rights or interests in the LPS Proprietary Software except as described in this Section 9.3. FNF agrees not to decompile or reverse engineer the LPS Proprietary Software. LPS shall use the LPS Proprietary Software, and

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subject to the Change Control Procedures, such other software as LPS shall determine is necessary to provide the Services.

9.4. LPS Third Party Software. All software and related documentation licensed or leased from a third party by LPS which will be used in connection with the Services (collectively, “LPS Third Party Software” and, together with the LPS Proprietary Software, the “LPS Software”) will be and will remain the exclusive property of such third party licensors and FNF will have no rights or interests in the LPS Third Party Software except as described in this Section 9.4. FNF shall not decompile or reverse engineer the LPS Third Party Software. LPS will, during the Term (i) use such LPS Third Party Software, and such other software as LPS shall determine is necessary to provide the Services subject to the Change Control Procedures, and (ii) provide that FNF acquires such rights to use the LPS Third Party Software as are necessary in connection with the provision of the Services. Any license fees or other expenses reasonably incurred by LPS in providing the rights described in this Section 9.4 and related to LPS Third Party Software as a Pass-Through Expense shall be paid by FNF as a Pass-Through Expense. Except as otherwise provided herein, upon expiration of this Agreement or termination of this Agreement for any reason, LPS shall, (A) at the request of FNF, make reasonable efforts to either transfer and assign to FNF (or FNF’s designee) the licenses for the LPS Third Party Software then being used in connection with the performance of the Services or obtain for FNF or FNF’s designee a sublicense to use such LPS Third Party Software, to the extent FNF does not already have such rights and (B) to the extent permitted under the terms of the applicable license agreement, deliver to FNF a copy of such LPS Third Party Software in the form then in use by LPS in connection with the Services along with related documentation. LPS will make reasonable efforts to give FNF prior notice of any transfer fees which FNF must pay to affect the transfer of any LPS Third Party Software to FNF. LPS will make reasonable efforts to obtain for FNF a royalty free, perpetual, worldwide, non-exclusive license to use the LPS Third Party Software along with related documentation; provided that upon written request by LPS to FNF, FNF shall cooperate with LPS with respect to negotiating and obtaining any such licenses. Any fees or other expenses reasonably incurred by LPS in obtaining such licenses shall be paid by FNF as a Pass-Through Expense. LPS Software and FNF Software are collectively referred to as “Designated Software”.

9.5. Enhancements and Modifications. Except as otherwise agreed by the parties pursuant to the Change Control Procedures, (i) enhancements or modifications to the FNF Software and related documentation and materials shall be and remain the exclusive property of FNF or its third party licensor, (ii) enhancements or modifications to the LPS Proprietary Software made by (or for) LPS for FNF in connection with the provision of the Services and any related documentation shall be and remain the exclusive property of LPS, and (iii) enhancements or modifications to the LPS Third Party Software shall be and remain the exclusive property of its third party licensor to the extent provided for in the third party license. FNF and LPS shall each be the sole and exclusive owner of all trade secrets, patents, copyrights, and other proprietary rights owned by each of them prior to entering into this Agreement. LPS shall not incorporate any LPS Proprietary Software into the FNF Software or Developed Software without FNF’s prior approval. In the event of such approval, LPS shall grant to FNF a perpetual, royalty free, non-exclusive license to use such LPS Proprietary Software for the sole benefit of FNF.

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9.6. Newly Developed Software. Software developed pursuant to this Agreement by LPS (alone or jointly with others) that does not modify or enhance then-existing Software (“Developed Software”) shall be deemed “works made for hire.” To the extent any of the Developed Software are not deemed “works made for hire” by operation of law, LPS hereby irrevocably assigns, transfers and conveys to FNF without further consideration all of its right, title and interest in such Developed Software, including all rights of patent, copyright, trade secret or other proprietary rights in such materials. LPS agrees to execute any documents or take any other actions as may reasonably be necessary, or as FNF may reasonably request, to perfect FNF’s ownership of any such Developed Software.

9.7. Equipment. LPS shall provide computer, network equipment and maintenance as specified in the applicable Base Services Agreement or Statement of Work (“LPS Equipment”). FNF shall provide all other computer and network equipment and equipment maintenance necessary in connection with the Services and dedicated solely to the provision of Services to FNF hereunder, including but not limited to personal computers, printers, and related peripheral equipment and network equipment (“FNF Equipment”). LPS Equipment and FNF Equipment are collectively referred to as “Equipment”. FNF shall pay the costs of all media and for the offsite storage of such media in connection with and dedicated solely to the Services to be provided to FNF hereunder. If Equipment once dedicated to Services is, upon audit or otherwise, discovered to be or to have been used for other purposes, LPS shall reimburse FNF for the pro-rated portion of such Equipment used for other purposes.

9.8. Systems. “Systems” shall mean collectively the Designated Software and the Equipment, which are used to provide the Services.

ARTICLE 10. REQUIRED CONSENTS

FNF shall obtain at FNF’s expense all consents or approvals necessary to allow LPS, its agents and LPS Subcontractors to use the Designated Software for the benefit of the FNF Entities and to provide the Services to FNF and for the FNF Entities to receive the Services during the Term and the Termination Assistance Period (collectively, the “Consents”). FNF shall promptly provide to LPS a copy of all Consents. In the event LPS incurs any such expense at the direction of FNF, FNF shall pay LPS for such expense as a Pass-Through Expense.

ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT

11.1. FIS Responsibilities. Throughout the Term, FIS will maintain a current schedule of, manage and administer the agreements for which Pass-Through Expenses are paid and such other agreements to which the parties mutually agree in writing (the “FIS Managed Agreements”) and provide a copy of such schedule to FNF upon request from time to time. FIS shall provide FNF with reasonable notice of any renewal, termination or cancellation dates and fees in respect of such FIS Managed Agreements. FIS shall notify FNF of all available warranties and the expiration dates thereof. Within ninety (90) days prior to the expiration of any such warranty, FIS shall supply FNF with notice of such pending expiration and shall acquire, upon the written instruction of FNF, any available extension of any such warranty. FIS shall maintain all information required to make claims on warranties for the FIS Managed

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Agreements and shall, with FNF’s cooperation, timely file all warranty claims. FNF may modify, terminate, or cancel any such FIS Managed Agreement in its sole discretion. Any modification, termination, or cancellation fees or charges imposed upon FNF in connection with any such modification, termination or cancellation shall be paid by FNF except as provided in the following sentence. FIS shall pay all fees and charges caused by or resulting from FIS’s negligence related to management of the FIS Managed Agreements.

11.2. Third Party Invoices. FIS will (1) receive all invoices submitted by third parties in connection with the FIS Managed Agreements (collectively, the “FIS Managed Invoices”), (2) review and correct any errors in any such FIS Managed Invoices in a timely manner, and (3) timely pay all amounts due under such FIS Managed Invoices. Except as otherwise provided in this Article 11, FNF shall pay to FIS, as a Pass-Through Expense, all amounts paid by FIS for FIS Managed Agreements, including FIS Managed Invoices.

ARTICLE 12. DATA

12.1. Title to Data. All data and information submitted to LPS by any FNF Entity, or learned, solicited or compiled by or for LPS for the benefit of FNF in the course of LPS’s performance of Services (“FNF Data”) is and will remain, as between the parties, the property of FNF. LPS and its employees and agents, and LPS Subcontractors and their employees and agents, shall not (1) use the FNF Data for any purpose other than to provide the Services, (2) disclose, assign, lease, transmit or otherwise provide the FNF Data to third parties (other than to LPS Subcontractors), or (3) sell or otherwise commercially exploit the FNF Data directly or indirectly, for consideration of any nature. LPS and LPS Subcontractors shall not use archival tapes or other archival media containing FNF Data other than for archival purposes.

12.2. Return of Data. LPS shall upon (i) request by FNF at any time, or (ii) the cessation of all Termination Assistance Services, promptly return to FNF, in any FNF-specified form or format readily deliverable at the time, and on any specified media in common use at the time, marked to indicate the time and date of its currency, a copy of all of the FNF Data.

12.3. Partial Return of Data. Upon FNF request, LPS shall promptly provide to FNF a copy of any such FNF Data as FNF may specify, in any FNF-specified form or format readily deliverable at the time, and on any specified media in common use at the time, marked to indicate the time and date of its currency.

12.4. Timing; Expense. In the event of a request for full or partial return of FNF Data, FNF may specify a reasonable time frame for delivery and LPS shall use its reasonable best efforts to comply with such request, but shall in any event comply by the later of (i) the requested response date, and (ii) five (5) days. LPS recognizes and acknowledges the importance to FNF and its business of continual access to FNF Data and agrees that, in no event (including pending Dispute or inter-party litigation), shall LPS withhold FNF Data from FNF. FNF shall pay the reasonable, actual cost of complying with such request, including without limitation any media on which the FNF Data is stored for return and for the shipment thereof to FNF.

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ARTICLE 13. INVOICES AND PAYMENTS

13.1. Fees. FNF will pay the fees set forth in Exhibit D, any Statements of Work, Exhibits or Amendments (the “Fees”) in consideration for LPS’s due provision of the related Services.

13.2. Penalties. If, at the termination or expiration of this Agreement, FNF is due any credits for the period prior to the termination or expiration of this Agreement, such credits shall be offset against any Fees becoming due thereafter or shall be paid to FNF within thirty (30) days after said termination or expiration.

13.3. Taxes. All amounts mentioned in this Agreement are exclusive of tax. FNF shall pay sales, use, value added, and goods and services taxes imposed by any federal, state, or local governmental entity for products or services provided under this Agreement, excluding taxes based on LPS’s income and property. FNF shall pay such tax(es) in addition to the sums due under this Agreement. LPS shall, to the extent it is aware of taxes, itemize them on a proper VAT, GST or other invoice submitted pursuant to this Agreement. All property, employment and income taxes based on the assets, employees and net income, respectively, of LPS except for Pass-Through Expenses shall be LPS’s sole responsibility. The parties shall cooperate in good faith to minimize taxes to the extent legally permissible. Each party shall provide and make available to the other party any resale certificates, treaty certification and other exemption information reasonably requested by the other party.

13.4. Proration. LPS will compile all periodic fees or charges under this Agreement on a calendar month basis and will prorate such fees or charges for any partial month based upon the ratio of days in the period hereunder to the number of days in the month.

13.5. Invoicing and Payment. LPS will invoice FNF monthly, no later than the fifteenth day of the month following that to which the invoice corresponds. Each invoice will include sufficient detail directly or by reference to specific dated Reports to enable FNF to understand the basis for the calculation of Fees and charges then due including, as necessary, documentation of reimbursable expenses, hours for time and materials efforts, predicates for credit adjustments, etc. Upon FNF’s request, LPS shall provide additional supporting detail for any invoice. Any sum due to LPS pursuant to this Agreement shall be due and payable thirty (30) days after receipt by FNF of an invoice from LPS. Any amount not received or disputed by FNF by the date payment is due shall be subject to interest on the balance overdue at a rate equal to the Prime Rate plus one percent from the due date, until paid, applied to the outstanding balance from time to time.

13.6. Rights of Set Off. With respect to any undisputed amount that (1) should be reimbursed to FNF or (2) is otherwise payable to FNF by LPS pursuant to this Agreement, FNF may, if such amount has not been credited against payments owed by FNF within a reasonable period of time after such amount was due, upon notice to LPS, deduct the entire amount owed against the charges otherwise payable or expenses owed to LPS under this Agreement until such time as the entire amount determined to be owed to FNF has been paid.

13.7. Refundable Items. In the event LPS receives, during the Term, any refund, credit, or other rebate in respect of a Pass-Through Expense, LPS will promptly notify FNF of such

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refund, credit, or rebate, and shall promptly pay to the appropriate FNF Entity the full amount of such refund, credit, or rebate, in no event later than thirty (30) days following receipt of such refund.

13.8. Inflation Adjustment. The Fees (exclusive of Pass-Through Expenses) shall be subject to adjustment as set forth in Exhibit D.

13.9. Pass-Through Expenses. FNF shall reimburse LPS, at cost, for the pass-through expenses mutually agreed by FNF and LPS in writing and required by LPS in providing the Services (the “Pass-Through Expenses”), to the extent such Pass-Through Expenses are actually incurred by LPS for resources and/or activities and to the extent actually supporting Services for FNF. LPS will promptly provide FNF with the original third-party invoice for such expense, together with a statement that LPS has reviewed the invoiced charges and made a determination of which charges are proper and valid and will be paid by FNF. Otherwise, LPS will act as payment agent for FNF and will pay all third-party charges comprising Pass-Through Expenses. LPS will pay the amounts due and will invoice FNF for such charges as part of the monthly billing. LPS will use commercially reasonable efforts to minimize the amount of Pass-Through Expenses. With respect to services or materials paid for on a Pass-Through Expense basis, FNF reserves the right to: (i) obtain such services or materials directly from a third party; (ii) designate the third party source for such services or materials; (iii) designate the particular services or materials (such as equipment make and model) LPS will obtain; (iv) require LPS to identify and consider multiple sources for such services or materials and evaluate the responses from such sources; and (v) review and approve a Pass-Through Expense for such services or materials before entering into a contract for such services or materials.

ARTICLE 14. AUDITS

14.1. FNF Audit Rights. Upon at least ten (10) days notice from FNF, LPS shall provide to auditors and inspectors designated by FNF in its notice, and upon request, regardless of advance notice, LPS shall provide (a) to FNF (or auditors and inspectors on behalf of FNF) to the extent FNF is required to do so for compliance with law or regulations or (b) for more immediate reviews by FNF regulators, reasonable access (i) during normal business days and hours (except as may be necessary to perform security audits) to the LPS Service Locations and (ii) at any time at any FNF location for the purpose of performing, at FNF’s expense, audits or inspections of the business of FNF as supported by LPS. LPS shall provide such auditors and inspectors any assistance that they may reasonably require. If any audit by an auditor designated by FNF or a regulatory authority having jurisdiction over FNF or LPS results in LPS being notified that it is not in compliance with any generally accepted accounting principle or other audit requirement relating to the Services, LPS and FNF shall, within the period of time specified by such auditor or regulatory authority, work in good faith at LPS’s then-standard rates to comply with such auditor or regulatory authority. If any non-compliance is due to the non-performance of an obligation of LPS described in any Base Services Agreement, Statement of Work, Exhibit or Amendment, LPS shall correct such non-compliance at no cost to FNF.

14.2. Fee Audit. FNF may, with ten (10) days prior written notice and at its own expense, engage a third party mutually agreed to by the parties (a “Fee Auditor”) to perform a review and audit of records and reports relating only to volumes of resources, Pass-Through Expenses and

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travel and living expenses billed to FNF by LPS pursuant to this Agreement (a “Fee Audit”). LPS agrees to cooperate fully with the Fee Auditor in preparation of the Fee Audit Report (as defined below) and deliver any requested information to the Fee Auditor which LPS would otherwise be required to furnish to FNF pursuant to Section 14.1 hereof at FNF’s sole expense. The Fee Auditor shall prepare and submit to FNF a written report of the results of the Fee Audit (a “Fee Audit Report”). FNF will provide LPS with a copy of the Fee Audit Report within five (5) business days of FNF’s receipt thereof. In the event that the Fee Audit Report reveals that any Fees have been overbilled, LPS shall (1) reimburse FNF for such Fees with interest from the date upon which the Fee was first paid by FNF (the “Fee Payment Date”) until the date on which LPS makes such reimbursement, at the prime rate as published in the money rates table in The Wall Street Journal on the Fee Payment Date (or the prior date on which The Wall Street Journal was published if not published on the Fee Payment Date), (“Prime Rate”) plus one percent and (2) if LPS is not working in good faith to resolve billing issues identified prior to the audit and the Fees exceed by more than 5% the amount which the Fee Auditor determines to be the proper Fee amount, pay any fees, costs or other expenses owed to the Fee Auditor for performing the Fee Audit. In no event shall LPS’s liability for the cost of the Fee Audit exceed reasonable and customary charges for such audits.

ARTICLE 15. FORCE MAJEURE; TIME OF PERFORMANCE

15.1. Force Majeure. Neither party shall be held liable for any delay or failure in performance of all or a portion of the Services or Additional Services or of any part of this Agreement from any cause beyond its reasonable control which, with the observation of its duties herein and reasonable care, could not have been avoided or promptly remediated (including, but not limited to, acts of God, acts of civil or military authority, governmental regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes, nuclear accidents and floods, each a “Force Majeure Event”). Upon the occurrence of a condition described in this Section 15.1, the party whose performance is prevented or delayed shall give immediate written notice to the other party describing the affected performance (“Affected Performance”), and the parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both parties, of such condition. The parties agree that the party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the Force Majeure Events and recommence the Affected Performance. FNF may immediately cease paying for that part of the Affected Performance which LPS is unable to perform. In the event the delay caused by the Force Majeure Event lasts for a period of more than fifteen (15) days, the parties shall negotiate an equitable modification to this Agreement with respect to the Affected Performance. If the parties are unable to agree upon an equitable modification within ten (10) days after such fifteen (15) day period has expired, then either party shall be entitled to serve thirty (30) days notice of termination on the other party with respect to only such Affected Performance. If the Force Majeure Event for such Affected Performance is continuing upon the expiration of such thirty (30) day notice period the portion of this Agreement relating to the Affected Performance shall automatically terminate. The remaining portion of this Agreement that does not involve the Affected Performance shall continue in full force and effect. In such event LPS shall be entitled to be paid for that portion of the Affected Performance for which it has completed or in the process of completing through the termination date.

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15.2. Time of Performance and Increased Costs. LPS’s time of performance with respect to Services performed under this Agreement shall be extended, and its obligations under Exhibit H shall be suspended, if and to the extent reasonably necessary, in the event that (a) FNF fails to submit data or materials in the prescribed form agreed to by the parties or in accordance with the requirements identified as the responsibility of FNF in this Agreement, (b) FNF fails to perform on a timely basis or provide adequate resources to perform the tasks, functions or other responsibilities of FNF designated as the responsibility of FNF in this Agreement, (c) FNF or any governmental agency authorized to regulate or supervise FNF makes any special request which extends LPS’s normal performance schedule, or (d) any FNF Software does not perform in accordance with its documentation (and, in each case, the same is necessary for LPS’s performance hereunder), or FNF or LPS (at FNF’s direction) changes or modifies the FNF Software which change or modification materially affects LPS’s performance of the Services (each of (a), (b), (c) and (d) an “FNF Interruption Event”). LPS shall give FNF immediate notice of an FNF Interruption Event. If either an FNF Interruption Event occurs and LPS is not prevented thereby from performing any Services, but the occurrence of such FNF Interruption results in (A) an inability of LPS to perform any or all of the Services at the Service Levels or (B) an increased cost to LPS for providing the affected Services, FNF may elect to either (i) suspend LPS’s performance of such Service until such time as the FNF Interruption Event no longer exists, and continue to pay for the Services pursuant to Section 13 of this Agreement, or (ii) elect to receive the Services from LPS in which event LPS shall be relieved of Service Levels with respect to the affected Services for so long as the FNF Interruption Event continues. If an FNF Interruption prevents LPS from performing any Services, FNF shall continue to pay LPS for the Services pursuant to Section 13 of this Agreement.

15.3. Sole and Exclusive. LPS’s sole and exclusive remedy for FNF’s failure to perform its obligations described in this Agreement (including Section 17.1(d)(1), but excluding Section 16 or use of LPS intellectual property right beyond the scope permitted by this Agreement), and for the occurrence of an FNF Interruption Event shall be limited as provided in this Section 15.3. In no event shall Section 15.2 affect LPS’s right to claim (i) Fees due under this Agreement for Services actually performed and (ii) damages to LPS for the termination of this Agreement in whole, or in part, by FNF (which termination LPS establishes is a breach of this Agreement) equal to the Termination Fee (described in Section 18.5) plus the Fees from the date of termination through the notice period described in Section 18.1. LPS’s failure to timely or duly perform Services hereunder shall not be a breach hereof to the extent resulting, in whole or in part, from an FNF Interruption Event.

ARTICLE 16. CONFIDENTIALITY

16.1. Confidential Information. Each party shall use at least the same standard of care in the protection of Confidential Information of the other party as it uses to protect its own confidential or proprietary information (provided that such Confidential Information shall be protected in at least a reasonable manner). For purposes of this Agreement, “Confidential Information” includes (1) all confidential or proprietary information and documentation of either party, including the terms of this Agreement, including with respect to FNF, all FNF Software, FNF Data, all reports, exhibits and other documentation prepared by any FNF Entity in connection with any bid or proposal process and with respect to LPS, the LPS Software, any financial information, and reports, exhibits and other documentation prepared by LPS in connection with

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any bid or proposal process. Each party shall use the Confidential Information of the other party only in connection with the purposes of this Agreement (including administration and dispute resolution), and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purpose. Each party shall advise its respective employees, subcontractors, and agents of such party’s obligations under this Agreement. Except as otherwise required by the terms of this Agreement (including Article 18) or applicable law or national stock exchange rule, in the event of the expiration of this Agreement or termination of this Agreement for any reason all Confidential Information of a party disclosed to, and all copies thereof made by, the other party shall be returned to the disclosing party or, at the disclosing party’s option, erased or destroyed. The recipient of the Confidential Information shall provide to the disclosing party certificates evidencing such destruction. The obligations in this Section 16.1 will not restrict disclosure by a party pursuant to applicable law, or by order or request of any court or government agency; provided that, prior to such disclosure the receiving party shall (i) immediately give notice to the disclosing party and (ii) cooperate with the disclosing party in challenging the right to such access and (iii) only provide such information as is required by law, such order or a final, non-appealable ruling of a court of proper jurisdiction. Confidential Information of a party will not be afforded the protection of this Agreement if such Confidential Information was (A) developed by the other party independently as shown by its written business records regularly kept, (B) rightfully obtained by the other party without restriction from a third party, (C) publicly available other than through the fault or negligence of the other party, or (D) released by the disclosing party without restriction to anyone.

16.2. Work Product Privilege. FNF represents and LPS acknowledges that, in the course of providing Services pursuant to this Agreement, LPS may have access to (i) documents, data, databases or communications that are subject to attorney client privilege and/or (ii) privileged work product prepared by or on behalf of the FNF Entities in anticipation of litigation with third parties (collectively, the “Privileged Work Product”) and that FNF represents and LPS understands that all Privileged Work Product is protected from disclosure by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. FNF represents and LPS understands the importance of maintaining the strict confidentiality of the Privileged Work Product to protect the attorney client privilege, work product doctrine and other privileges and rights associated with such Privileged Work Product pursuant to such Rule 26 and the equivalent rules and regulations under the law chosen to govern the construction of this Agreement. After LPS is notified or otherwise becomes aware that documents, data, database, or communications are Privileged Work Product, only LPS personnel for whom such access is necessary for the purposes of providing Services to FNF as provided in this Agreement shall have access to such Privileged Work Product. Should LPS ever be notified of any judicial or other proceeding seeking to obtain access to Privileged Work Product, LPS shall, (1) immediately give notice to FNF and (2) cooperate with FNF in challenging the right to such access and (3) only provide such information as is required by a final, non-appealable ruling of a court of proper jurisdiction. FNF shall pay the cost of any additional labor expense beyond that required by this Agreement which is incurred by LPS in complying with the immediately preceding sentence. FNF has the right and duty to represent LPS in such resistance or to select and compensate counsel to so represent LPS or to reimburse LPS for reasonable attorneys’ fees and expenses as such fees and expenses are incurred in resisting such access. If LPS is ultimately required, pursuant to an order of a court of

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competent jurisdiction, to produce documents, disclose data, or otherwise act in contravention of the confidentially obligations imposed in this Agreement, or otherwise with respect to maintaining the confidentiality, proprietary nature, and secrecy of Privileged Work Product, LPS is not liable for breach of such obligation to the extent such liability does not result from failure of LPS to abide by the terms of this Agreement. All Privileged Work Product is the property of FNF and will be deemed Confidential Information, except as specifically authorized in this Agreement or as required by law.

16.3. Injunctive Relief. Each party acknowledges and agrees that, in the event of a breach or threatened breach of any provision of this Article 16, such party shall have no adequate remedy in damages and notwithstanding the dispute resolution clause hereinabove, is entitled to seek an injunction to prevent such breach or threatened breach; provided, however, that no specification of a particular legal or equitable remedy is to be construed as a waiver, prohibition, or limitation of any legal or equitable remedies in the event of a breach hereof.

16.4. Unauthorized Acts. Each party shall: (1) notify the other party promptly of any unauthorized possession, use, or knowledge of any Confidential Information by any person which shall become known to it, any attempt by any person to gain possession of Confidential Information without authorization or any attempt to use or acquire knowledge of any Confidential Information without authorization (collectively, “Unauthorized Access”), (2) promptly furnish to the other party full details of the Unauthorized Access and use reasonable efforts to assist the other party in investigating or preventing the reoccurrence of any Unauthorized Access, (3) cooperate with the other party in any litigation and investigation against third parties deemed necessary by such party to protect its proprietary rights, and (4) promptly prevent a reoccurrence of any such Unauthorized Access.

16.5. Publicity. Except as required by law or national stock exchange rule, neither party shall issue any press release, distribute any advertising, or make any public announcement or disclosure (a) identifying the other party by name, trademark or otherwise, or (b) concerning this Agreement without the other party’s prior written consent. Notwithstanding the foregoing sentence, in the event either party is required to issue a press release relating to this Agreement or any of the transactions contemplated by this Agreement, or by the laws or regulations of any governmental authority, agency or self-regulatory agency, such party shall (i) give notice and a copy of the proposed press release to the other party as far in advance as reasonably possible, but in any event not less than five (5) days prior to publication of such press release and (ii) make any changes to such press release reasonably requested by the other party. In addition, LPS may (1) communicate the existence of the business relationship contemplated by the terms of this Agreement internally within FNF’s organization and (2) orally and in writing communicate FNF’s identity as a reference with potential and existing customers.

16.6. Data Privacy.

16.6.1. Where, in connection with this Agreement, LPS processes or stores information about a living individual that is held in automatically processable form (for example in a computerized database) or in a structured manual filing system (“personal data”), on behalf of any FNF Entities or their clients, then LPS shall:

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(i)	process those personal data only on the written instructions of an FNF Entity (or, with an FNF Entity’s prior written approval, the FNF Entity’s client);
(ii)	implement appropriate administrative, physical and technical measures to protect those personal data against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network for which LPS has responsibility, and against all other unlawful forms of processing. Should an audit reveal unresolved deficiencies (which LPS agrees are deficiencies) without a management plan to correct them, FNF may require LPS to promptly provide a management response to cure the deficiency and to provide documentation, as reasonably requested, to demonstrate such cure to FNF’s reasonable satisfaction. LPS shall bear the costs of any required remedial action. LPS’s security measures shall be in accordance with generally accepted industry standards and applicable Regulations and the Fidelity Information Security Policy in accordance with LPS’s obligations pursuant to Section 3.12. FNF may review LPS’s then-current security procedures in accordance with the procedures set forth in Section 14 of this Agreement. Should a review of LPS’s security procedures and/or policies reveal issues with LPS’s security procedures and/or policies that constitute deficiencies as assessed against applicable Regulations, the Fidelity Information Security Policy and generally accepted industry standards, FNF may require LPS to promptly provide a plan to cure the deficiency and to provide documentation, as reasonably requested, to demonstrate such cure to FNF’s reasonable satisfaction. In addition to the security measures previously implemented by LPS as described in LPS’s then-current security procedures, LPS agrees to adhere to such additional security measures with respect to FNF’s personal data as may reasonably be imposed by FNF in accordance with Section 3.12. FNF will reimburse LPS for its actual costs incurred if adherence to additional security standards requested or required by FNF increases LPS’s costs of operation. LPS shall promptly notify FNF of (i) any known material unauthorized possession or use, or attempt thereof, of the data processing files or other personal data; (ii) the effect of such, and (iii) the corrective action taken in response thereto;
(iii)	not disclose those personal data to any person except as required or permitted by this Agreement (including without limitation any confidentiality restrictions contained in it) or pursuant to an FNF Entity’s written consent;
(iv)	provide full cooperation and assistance to the FNF Entities in allowing data subjects (as defined in Directive 95/46/EC of the Parliament and of the Council of the European Union of 24 October 1995) to have access to

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	those data subjects and/or to ensure that those data subjects are deleted or corrected if so required by any FNF Entity; and
(v)	not process those personal data except to the extent reasonably necessary to the performance of this Agreement.

	Except as otherwise agreed in writing, all personal data relating to the FNF Entities or their clients, or any employees or representatives of the FNF Entities, or otherwise acquired by LPS or LPS Subcontractors as a result of this Agreement shall be processed on behalf of the FNF Entities, and LPS shall have no right to process or permit a third party to process such data other than in performance of LPS’s obligations under this Agreement.
16.6.2.	FNF may instruct LPS, where LPS processes personal data on behalf of FNF Entities, to take such steps in the processing of those personal data as are reasonably necessary for the performance of this Agreement.
16.6.3.	If LPS or any LPS Subcontractors transfers any of the personal data that were provided to LPS by FNF Entities to another jurisdiction for processing outside the United States, LPS shall ensure that the transfer, and LPS’s subsequent processing of personal data in the second jurisdiction, do not put the FNF Entities in breach of relevant data protection laws in the jurisdiction to which the personal data is transferred.
16.6.4.	FNF Entities may, in connection with this Agreement, collect personal data in relation to LPS and LPS’s employees, directors and other officers involved in providing Services hereunder. Such data may be collected from LPS, its employees, its directors, its officers, or from other (for example, published) sources; and some limited personal data may be collected indirectly at FNF’s (or FNF’s Entities’) locations from monitoring devices or by other means (e.g., telephone logs, closed circuit TV and door entry systems). Nothing in this Section 16.6.4 obligates LPS or LPS’s employees, directors or other officers to provide personal data requested by FNF. The FNF Entities may use and disclose any such data disclosed by LPS solely for purposes connected with this Agreement and for the relevant purposes specified in the data privacy policy of the FNF Entity (a copy of which is available on request). In particular, FNF may for these purposes transfer such data to any country in which FNF’s worldwide organization does business (including to other FNF Entities) so long as FNF does so in compliance with the relevant data protection laws. LPS agrees to such transfer in its own right and on behalf (with the authority) of its employees, directors and other officers. FNF will maintain the same level of protection for personal data collected from LPS (and LPS’s employees, directors and officers, as appropriate) as FNF maintains with its own personal data, and will implement appropriate administrative, physical and technical measures to protect the personal data collected from LPS and LPS’s employees, directors and other officers against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access.

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ARTICLE 17. REPRESENTATIONS AND WARRANTIES

17.1. Representations and Warranties.

(a) LPS represents that:

(1)	It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(2)	It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.
(3)	With respect to the subject matter of this Agreement, it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on LPS’s ability to fulfill its obligations under this Agreement.
(4)	The execution, delivery and performance of this Agreement (a) has been duly authorized by LPS and (b) will not conflict with or result in a violation of any of the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust or any license, lease agreement or other instrument or obligation to which LPS is a party or by which LPS or any of its assets is bound or affected.
(5)	It is in compliance with all applicable Federal, state, local, international and foreign laws and regulations applicable to it in connection with its obligations under this Agreement.
(6)	There is no outstanding litigation, arbitrated matter or other dispute to which LPS is a party which, if decided unfavorably to LPS, would reasonably be expected to have a potential or actual material adverse effect on LPS’s or FNF’s ability or on LPS’s cost to fulfill its obligations under this Agreement.
(7)	None of the LPS Service Locations is in violation of applicable environmental laws.
(8)	LPS has no knowledge after due inquiry that the provision of the LPS Software infringes upon the proprietary or contractual rights of any third party.
(9)	The execution, delivery and performance of this Agreement will not cause a breach of any commitments by LPS to third parties.

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(10)	LPS does not have any commitments to third parties that would cause a breach of LPS’s obligations under this Agreement.
(11)	No approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by LPS in order for it to enter into and perform its obligations under this Agreement.
(12)	LPS has the right to use the LPS Software to provide the Services and LPS is not aware of any claims of any party which could reasonably threaten such use.
(13)	The performance by LPS of its obligations under this Agreement and the use by FNF of the LPS Proprietary Software pursuant to this Agreement shall not infringe upon the patents, trade secrets, copyrights or other intellectual property rights of any third party.

(b) Covenants and Warranties of LPS. LPS covenants and warrants that:

(1)	In connection with providing the Services, LPS shall comply with all applicable Federal, state and local laws and regulations and shall obtain all applicable permits and licenses related to the LPS Service Locations.
(2)	LPS shall maintain and keep the Systems and any other software or Equipment used, exclusively or otherwise, in the provision of the Services, in such condition and state of repair consistent with generally accepted industry practices.
(3)	Any LPS Proprietary Software will not contain any undisclosed back door, spyware, time bomb, drop dead device, clock, timer, copy protection feature, replication device, CPU serial number reference or other software routine designed to disable, lock or erase or otherwise interfere with normal use of a computer program, data, or any other files on the user’s systems, automatically with the passage of time or under the positive control of a person other than a licensee of the software (collectively, “Self-Help Code”) and LPS will make reasonable efforts to prevent the introduction of any virus, Trojan horse, worm contaminants, or other software routines or hardware components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware or data, or to perform any other similar actions (collectively, “Unauthorized Code”).
(4)	LPS warrants that the Services and the Additional Services will be performed in a professional and workmanlike manner in accordance with the care and skill ordinarily used by other members of the information processing industry practicing under similar conditions for similar customers at the same time.

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(c) Representations of FNF. FNF represents that:

(1)	It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(2)	It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.
(3)	With respect to the subject matter of this Agreement, it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on FNF’s ability to fulfill its obligations under this Agreement.
(4)	The execution, delivery and performance of this Agreement (a) has been duly authorized by FNF and (b) will not conflict with or result in a violation of any of the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust or any license, lease agreement or other instrument or obligation to which FNF is a party or by which FNF or any of its assets is bound or affected.
(5)	It is in compliance with all applicable Federal, state, local, international and foreign laws and regulations applicable to FNF in connection with its obligations under this Agreement.
(6)	There is no outstanding litigation, arbitrated matter or other dispute to which FNF is a party which, if decided unfavorably to FNF, would reasonably be expected to have a potential or actual material adverse effect on LPS’s or FNF’s ability to fulfill its obligations under this Agreement.

(d) Covenants of FNF:

(1) FNF responsibilities shall be performed in a good and workmanlike manner in accordance with the care and skill ordinarily used by other members of the title insurance industry practicing under similar conditions at the same time.

(e) LPS’s sole and exclusive remedy for FNF’s breach of Section 17.1 shall be as set forth in Sections 15.2 and 15.3.

17.2. Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER FNF NOR LPS MAKES ANY WARRANTIES WITH RESPECT TO THE AGREEMENT AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

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ARTICLE 18. TERMINATION

18.1. Termination for Convenience. Termination of this Agreement, in whole or in part, by FNF for convenience and associated partial termination amounts, termination fees and minimum purchase commitments for the Services, if any, are addressed in Exhibit I.

18.2. Termination.

(a)	If LPS fails to perform any of its material obligations under this Agreement, FNF shall provide notice of such non-performance (describing such non-performance in reasonable detail) (“Default Notice”). LPS shall have thirty (30) days after receipt of the Default Notice to cure such failure (or, if a cure could not reasonably be completed in thirty days, but LPS is diligently pursuing a cure, then LPS shall have sixty (60) days to cure such failure) (“Default Cure Period”). In the event LPS does not cure the failure within the Default Cure Period, FNF may terminate this Agreement (or any relevant Specific Core Service, Statement of Work, Base Services Agreement, or reasonably separable Service which is separately priced (“Service Component”)) by providing notice of termination and specifying in such notice the effective date of termination. FNF shall not be required to provide a Default Notice with respect to the occurrences described in Section 18.2(b) and (c). If FNF fails to timely pay undisputed amounts due hereunder, or otherwise breaches its duty of confidentiality in a manner which has or may have a material adverse impact on LPS, and does not cure such failure within the Default Cure Period of a Default Notice from LPS, then LPS may terminate this Agreement (or at LPS’s discretion any relevant Service Component) effective as of the last day of the Default Cure Period.
(b)	With respect to material breaches of the provisions of Section 16.1, 16.2, and/or 16.6, the Default Cure Period under Section 18.2 will be two (2) business days. This Section 18.2(b) shall not limit or obviate in any way any other remedies to which a terminating party may be entitled pursuant to this Agreement, by law, at equity or otherwise for breach of Sections 16.1, 16.2, and/or 16.6.
(c)	In the event that FIS is acquired in a Change of Control (as defined below), then at any time during the thirty (30) day period following the date that is ninety (90) days after the date of the Change of Control, FNF may terminate this Agreement by giving FIS written notice during the 30 day period and designating a date upon which the termination will be effective, which effective date shall not be sooner than nine (9) months following the date of the notice. For purposes of this section, “Change of Control” means the consummation of: (i) an acquisition (in a single transaction or a series of related transactions) of more than fifty percent (50%) of the capital (or voting) stock of FIS by any other non-Affiliated “person” or “persons” (as such term is used in Sections 12(d) and 14(d) of the Securities Exchange Act of 1934, as amended) such that immediately following such acquisition that “person” has Control of FIS; or (ii) a sale or disposition by FIS of all or substantially all of its assets to a non-Affiliated “person”. “Control” and its derivatives mean with regard to any entity the legal, beneficial or equitable

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ownership, directly or indirectly, of fifty percent (50%) or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights. In the event of such termination, in addition to payment by FNF of any Fees due for Services rendered, FNF shall pay the fees and charges set forth in Exhibit I.

18.3. Termination for Insolvency.

(a) In the event that either party:

(1)

shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or

(2)

shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or (vi) take any corporate, partnership or other action for the purpose of effecting any of the foregoing;

then the other party may, by giving notice thereof to such party, exercise any termination right, and such termination shall become effective as of the date specified in such termination notice.

(b) In the event that:

(1)

a proceeding or case shall be commenced, without the application or consent of a party, in any court of competent jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of such party or of all or any substantial part of its property or assets or (iii) similar relief in respect of such party under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) days or more days; or

(2)

an order for relief against such party shall be entered in an involuntary case under the Bankruptcy Code;

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then the other party may, by giving notice thereof to such party, exercise any termination right, and such termination shall become effective as of the date specified in such termination notice.

18.4. Termination Assistance. With respect to the termination or expiration of this Agreement, or any Service Component, for any reason, LPS will provide FNF, at FNF’s request, the transition services reasonably necessary for FNF to effect an orderly transition for the performance by or on behalf of FNF of the Services so terminated. Further, LPS will provide, at FNF’s request, all staff, services and assistance reasonably required by FNF for such transition (“Termination Assistance Services”). All Termination Assistance Services shall be at LPS’s then-standard rates for services of the type to which such Fees apply, whichever is applicable. In the event LPS terminates this Agreement for material breach by FNF, FNF shall prepay to LPS all anticipated fees and expenses related to the Termination Assistance Services prior to the commencement of Termination Assistance Services. LPS will comply with FNF’s directions to accomplish the orderly transition and migration of the Services to FNF, or any entity designated by FNF, from LPS. LPS will continue to provide Services in connection with Termination Assistance Services for a period of up to six (6) months after termination or expiration of this Agreement, or any Service Component, but only if requested by FNF, and for such further period as mutually agreed by FNF and LPS (“Termination Assistance Period”). LPS’s obligations under this Section 18.4 will also consist of the following:

(a)	LPS shall, upon FNF’s request, promptly provide FNF with detailed specifications and documentation available to LPS for Equipment and LPS Software.
(b)	LPS shall, at FNF’s request and at FNF’s sole expense, make reasonable efforts to promptly transfer to FNF or any entity designated by FNF, any rights to access and to use the LPS Third Party Software then being used by LPS in providing the Termination Assistance Services under this Agreement and LPS shall, at FNF’s request and at FNF’s sole expense, make reasonable efforts to cause the grant to FNF, or any entity specified by FNF, of any necessary rights to access and use the LPS Third Party Software, to the extent such rights have not previously been so acquired or transferred.
(c)	Notwithstanding Section 8.7 above, LPS hereby consents to FNF’s solicitation and/or hiring by FNF of those Project Staff that LPS and FNF jointly determine, at any time after notice of termination of any Service Component(s), working on such Service Components.
(d)	LPS shall make available to FNF for purchase, all Equipment owned by LPS and used in the provision of the Services which are dedicated solely to the Services, for a purchase price equal to the greater of (i) the then current net book value for such Equipment or (ii) the fair market value as determined by the Management Committee. For the Equipment not purchased by FNF in accordance with the provisions of the immediately preceding sentence, LPS shall identify, and assist FNF in procuring, at FNF’s sole expense, suitable functionally equivalent replacements. Notwithstanding any of the foregoing to the contrary, FNF shall

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not be required to make any payment for the transfer of ownership rights to FNF of Equipment in connection with the purchase of which LPS originally charged FNF the purchase price therefor as a Pass-Through Expense. Payment shall be prorated to that portion of the purchase price which was not paid as a Pass-Through Expense.

(e)	At FNF’s request, LPS shall make available to the extent permitted by the terms of a lease, all leases for the Equipment leased by LPS and used in the provision of the Services, and shall assist in obtaining consents to such assignments.
(f)	At FNF’s request, LPS shall provide training reasonably required by FNF for the personnel who will be assuming responsibility for services and operations only during the Termination Assistance Period. LPS shall provide training to FNF after the Termination Assistance Period according to LPS’s standard fees and class schedules.
(g)	LPS shall provide such other services only if, and at the rates, mutually agreed to by the Parties.

ARTICLE 19. EXIT PLAN

19.1. Description of Termination Assistance Services. LPS will provide to FNF Termination Assistance Services as described in this Article 19.

19.2. Implementation. Upon the expiration or termination of this Agreement for any reason:

(a)	LPS shall provide assistance in building a detailed exit plan, which plan shall include, at a minimum, a high level work plan that sets forth the activities and associated timeline required to effect such a transfer and maintain ongoing operations;
(b)	LPS shall provide the Termination Assistance Services pursuant to Section 18.4;
(c)	The FNF Entities will allow LPS to use, at no charge, those FNF Entity facilities being used to perform the Termination Assistance Services for as long as LPS is providing the Termination Assistance Services to enable LPS to effect an orderly transition of LPS’s resources to FNF or its designees; and
(d)	Each party will have the rights specified in Article 9 in respect of the Designated Software. At such time as LPS ceases to provide the Termination Assistance Services, LPS will deliver a copy of all source code and Documentation for the FNF Software and shall destroy all copies in LPS’ possession.

ARTICLE 20. INDEMNIFICATION

20.1. Indemnification by LPS. LPS shall indemnify, defend and hold harmless (collectively, “Indemnify”) FNF and its respective employees, agents, officers, and designated representatives and including, for purposes of Sections 20.1(d) and 20.3, the FNF Entities (collectively, the

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“FNF Indemnified Parties”) from and against any judgment, damage, fine, demand, loss, cost of any kind, liability (including settlements and judgments) or expense (including reasonable attorneys’ fees and expenses and court costs) (collectively, “Damages”):

(a)	arising in connection with or as a result of (i) a violation of international, foreign, Federal, state, local or other laws or regulations for the protection of persons or members of a protected class or category of persons, including unlawful discrimination by LPS or any LPS Subcontractors or any of their respective employees or agents (collectively the “LPS Agents,” and each, a “LPS Agent”), (ii) work-related injury or death caused by LPS or any LPS Agent; or (iii) any other aspect of the employment relationship of any LPS employee with LPS or the termination of the employment relationship with LPS (including claims for breach of an express or implied contract of employment), to the extent caused by alleged or actual improper conduct of LPS or any LPS Agent;
(b)	relating to any amounts including taxes, interest and penalties assessed against FNF that are the obligations of LPS pursuant to Article 13;
(c)	arising in connection with or as a result of death, personal injury, or damage to or loss of real or personal property, which is caused by the acts or omissions of LPS or any LPS Agent;
(d)	arising in connection with or as a result of LPS’s breach of any confidentiality obligations of LPS pursuant to Article 16; or
(e)	arising in connection with the failure of LPS to comply with its obligations pursuant to Article 10.

20.2. Indemnification by FNF. FNF shall Indemnify LPS and its respective employees, agents, officers, and designated representatives (collectively, the “LPS Indemnified Parties”, each of the LPS Indemnified Parties and the FNF Indemnified Parties individually are referred to as an “Indemnified Party”) from and against any Damages:

(a)

arising in connection with or as a result of (i) a violation of international, foreign, Federal, state, local or other laws or regulations for the protection of persons or members of a protected class or category of persons, including unlawful discrimination by FNF or any of FNF’s subcontractors or any of their respective employees or agents (collectively, the “FNF Agents,” and each, a “FNF Agent”), (ii) work-related injury or death caused by FNF or any FNF Agent; or (iii) any other aspect of the employment relationship of any FNF employee with FNF or the termination of the employment relationship with FNF (including claims for breach of an express or implied contract of employment), to the extent caused by alleged or actual improper conduct of FNF or any FNF Agent;

(b)

relating to any amounts including taxes, interest and penalties assessed against LPS that are the obligations of FNF pursuant to Article 13;

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(c)	arising in connection with or as a result of death, personal injury, or damage to or loss of real or personal property, which is caused by the acts or omissions of FNF or any FNF Agent; or
(d)	arising in connection with or as a result of FNF’s breach of any confidentiality obligations of FNF pursuant to Article 16.

20.3. LPS Intellectual Property Indemnification.

(a)	LPS shall Indemnify the FNF Indemnified Parties with respect to Damages arising in connection with or as a result of any actual or alleged infringement by any of the LPS Proprietary Software, Developed Software, Documentation, or the manner in which the Services are performed of any patent, copyright, trademark, trade name or other intellectual property or proprietary or contractual rights of a third party. The responsibility of LPS for any actual or alleged infringement of Developed Software or Services required by specifications or instructions given by FNF shall be limited to the amount (if any) of LPS’s recovery relating to the claim pursuant to the applicable license agreement for such software.
(b)	If, in LPS’s opinion, any LPS Proprietary Software, Developed Software or Documentation or portion thereof furnished hereunder is likely to or does become the subject of a claim of infringement or misappropriation, LPS shall either recommend for FNF’s consideration an item which is equally suitable and upon FNF’s approval of the recommended replacement, replace the infringing item, or modify the alleged infringement so that it becomes non-infringing, so long as such modification or replacement does not cause a material disruption in any FNF technology systems or operations, or at LPS’s expense, obtain the right for FNF to continue the use of such item.
(c)	LPS shall use reasonable efforts to cause all licenses to LPS Third Party Software or other third party proprietary materials used to provide the Services to contain infringement indemnification for FNF to the same extent that such indemnification is provided hereunder; provided that the responsibility of LPS to FNF for any actual or alleged infringement of LPS Third Party Software shall be limited to the amount (if any) of LPS’s recovery relating to the claim pursuant to the applicable license agreement for such LPS Third Party Software.
(d)	This Section states FNF’s and the FNF Entities’ sole and exclusive remedy for any actual or alleged infringement of any third party’s intellectual property or proprietary or contractual rights.

20.4. FNF Intellectual Property Indemnification.

(a) FNF shall Indemnify the LPS Indemnified Parties with respect to Damages arising in connection with or as a result of any actual or alleged infringement by any of the FNF Proprietary Software, FNF Third Party Software as furnished by FNF under this Agreement, or any patent, copyright, trademark, trade name or other intellectual property or proprietary or contractual rights of a third party.

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FNF shall not be responsible for any actual or alleged infringement of FNF Proprietary Software which arises out of specifications or instructions given by LPS. Notwithstanding the foregoing, FNF’s indemnification obligation to LPS Indemnified Parties for FNF Third Party Software shall be limited to the amount (if any) of FNF’s recovery relating to the claim pursuant to the applicable license agreement for such software.

(b)

If, in FNF’s opinion, any FNF Proprietary Software, FNF Third Party Software as furnished by FNF under this Agreement, or portion thereof furnished hereunder is likely to or does become the subject of a claim of infringement or misappropriation, FNF shall either recommend for LPS’s consideration an item which is equally suitable and upon LPS’s approval of the recommended replacement, replace the infringing item, or modify the alleged infringement so that it becomes non-infringing, so long as such modification or replacement does not cause a material disruption to the Services or at FNF’s expense, obtain the right for LPS to continue the use of such item.

(c)

This Section states LPS’s sole and exclusive remedy for any actual or alleged infringement of any third party’s intellectual property or proprietary or contractual rights.

20.5. Indemnification Procedures. Upon (a) the occurrence of an event or (b) the commencement of any civil, criminal, administrative, arbitral or investigative claim, action, suit or proceeding (each, a “Claim”) against an Indemnified Party, in connection with which Damages have been incurred or are likely to be incurred, notice thereof shall be given to the party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable; provided, however, that any delay on the part of the Indemnified Party in providing such notice shall not relieve the Indemnifying Party of its indemnification obligation except to the extent the Indemnifying Party is detrimentally prejudiced thereby. After such notice, the Indemnifying Party shall immediately either provide the required indemnification or take control of the defense and investigation of the Claim, if any, and employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall, at the expense of the Indemnifying Party, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of the Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of the Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 20.5, the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

20.6. Contribution. Notwithstanding anything herein to the contrary, if any third party Claim is commenced against one or both parties that would, if brought against both parties, entitle each

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party to indemnification from the other under either Section 20.1, Section 20.2, Section 20.3 or Section 20.4 the parties shall allocate between themselves any liability or expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to such Claim, according to the parties’ relative shares of liability. Neither contributory negligence nor any analogous principle shall be a defense to any allocation of liability or expenses pursuant to this Section 20.6. An Indemnifying Party shall not be relieved of its obligation to provide the defense against any Claim pursuant to such Indemnifying Party’s obligations under this Article 20, notwithstanding any dispute by such Indemnifying Party relating to whether any act or omission of the Indemnified Party contributed to the Claim to which the obligation to Indemnify arises.

20.7. Limitation of Liability.

(a)

SUBJECT TO THIS SECTION 20.7, EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. SUBJECT TO SECTION 20.8 BUT NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR DAMAGES, WHETHER ARISING IN CONTRACT, TORT, EQUITY, NEGLIGENCE OR OTHERWISE, EXCEED THE FEES PAID BY FNF TO LPS PURSUANT TO THIS AGREEMENT OVER THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH.

(b)

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

20.8. Exclusions. The provisions set forth in Section 20.7(a) do not apply to and do not limit damages recoverable for (a) the indemnification provisions set forth in this Article 20 relating to third party claims, (b) breach of Section 16.1, or (c) damages arising out of gross negligence or intentional misconduct, nor shall any such damages accrue toward satisfaction of the foregoing limitation on damages.

ARTICLE 21. WAIVER

     No delay or omission by a party to exercise any right or power accruing hereunder will impair or be construed as a waiver of any such right or power nor will such party be deemed to have waived any event of default or acquiesced in it, and such party shall exercise every such right and power from time to time and as often as shall be deemed expedient. All waivers shall be in writing and signed by the party waiving its rights.

ARTICLE 22. INSURANCE

22.1. Coverage Required. During the Term, LPS shall obtain and maintain, and require any LPS Subcontractors performing Services pursuant to the terms of this Agreement to obtain and

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maintain, without incremental cost to FNF, until the end of the Term and for any Termination Assistance Period, insurance of the types and in the amounts set forth below. Subject to annual renewal, this provision may be satisfied by LPS’s self-insurance. The required insurance coverages are:

(a)	statutory workers’ compensation in accordance with all international, foreign, federal, state and local requirements;
(b)	employer’s liability insurance in an amount not less than $1,000,000 per occurrence, covering bodily injury by accident or disease, including death;
(c)	commercial general liability (including products/completed operations with coverage being maintained for a period of five (5) years past the termination or expiration of this Agreement and contractual liability insurance or such equivalent insurance in a foreign jurisdiction) in an amount not less than $1,000,000;
(d)	comprehensive automobile liability covering all vehicles that LPS owns, hires or leases in an amount not less than $1,000,000 (combined single limit for bodily injury and property damage);
(e)	professional errors and omissions liability insurance in an amount of not less than $5,000,000 per wrongful act for liability arising out of any negligent act, error, mistake or omission of LPS or any LPS Subcontractors performing Services pursuant to the terms of this Agreement; and
(f)	fidelity insurance covering all employees of LPS with limits of not less than $2,000,000 per loss.

22.2. Insurance Documentation. To the extent third party insurance is obtained or maintained pursuant to Section 22.1, LPS shall, within ten (10) days of commencing work, furnish to FNF certificates of insurance or other appropriate documentation (including evidence of renewal of insurance) evidencing all coverage referenced in Section 22.1 and naming FNF as an additional insured on those policies described in Section 22.1(c) and (d) above. Such certificates or other documentation shall include a provision whereby thirty (30) days’ notice must be received by FNF prior to coverage cancellation, as per current standard ACORD certification by either LPS or any LPS Subcontractors performing Services pursuant to the terms of this Agreement, or the applicable insurer.

ARTICLE 23. MISCELLANEOUS PROVISIONS

23.1. Notices. Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall have been deemed to have been properly given, unless explicitly stated otherwise if sent to each of the persons at the addresses or facsimile numbers set forth below for a party by (i) Federal Express or other comparable overnight courier, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) facsimile during normal business hours to the place of business of the recipient; provided that any facsimile notice must be followed the

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same day with a delivery of identical notice by Federal Express or other comparable overnight courier, for next business day delivery.

In the case of FNF, to:	Fidelity National Financial, Inc.
	601 Riverside Avenue
	Jacksonville, FL 32204
	Attention: President
With a copy to:	Fidelity National Financial, Inc.
	601 Riverside Avenue
	Jacksonville, FL 32204
	Attention: General Counsel
In the case of LPS:	Lender Processing Services, Inc.
	601 Riverside Avenue
	Jacksonville, FL 32204
	Attention: President
With a copy to:	Lender Processing Services, Inc.
	601 Riverside Avenue
	Jacksonville, FL 32204
	Attention: General Counsel

All notices, notifications, demands or requests so given shall be deemed given and received (i) if mailed, three (3) days after being deposited in the mail; (ii) if sent via overnight courier, the next business day after being deposited; or (iii) if sent via facsimile on a business day, that day, or if sent via facsimile on a day that is not a business day, the next day that is a business day; provided that any facsimile notice must be followed the same day with a delivery of identical notice by Federal Express or other comparable overnight courier, for next business day delivery. Either party may change its address(es) or facsimile number(s) or the individual(s) for notification purposes by giving the other party notice of the new address(es) or telecopy number(s) and/or individual(s) and the date upon which it will become effective.

23.2. Counterparts. This Agreement shall be executed in any number of counterparts all of which taken together will constitute one single agreement between the parties.

23.3. Headings. The article and section headings and the table of contents are for reference and convenience only and will not be considered in the interpretation of this Agreement.

23.4. Relationship. The performance by LPS of its duties and obligations under this Agreement are that of an independent contractor and nothing contained in this Agreement, except for the limited agency expressly provided for herein, creates or implies an agency relationship between FNF and LPS, nor will this Agreement be deemed to constitute a joint venture or partnership between FNF and LPS. LPS and FNF agree that LPS is an independent contractor and its personnel are not FNF’s agents or employees for federal or state tax purposes, and are not entitled to any FNF employee benefits. Except as specifically set forth herein, each party assumes sole and full responsibility for its acts and the acts of its personnel, agents and

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subcontractors. Neither party has any authority to make commitments or enter into contracts on behalf of, bind, or otherwise obligate the other party in any manner whatsoever except as specifically set forth herein.

23.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision of this Agreement will be valid and enforceable to the extent permitted by law.

23.6. Entire Agreement. This Agreement and each of the Exhibits and Schedules, which are hereby incorporated by reference into this Agreement, is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties relative to such subject matter. This Agreement is intended to supersede any and all continuing agreements among LPS and/or Subsidiaries on the one hand and FNF and/or FNF Entities on the other, for substantially similar services as contemplated herein. Without limiting the foregoing, the parties expressly acknowledge that this Agreement, together with the Exhibits and Schedules hereto, is intended to restate, novate and replace the Original Agreement, First Restated MSA and Second Restated MSA in their entirety, and upon the effectiveness of this Agreement, the Original Agreement, First Restated MSA, and Second Restated MSA shall be deemed to have been superseded and replaced in their entirety by this Agreement.

23.7. Amendments. No amendment to, or change, waiver, or discharge of, any provision of this Agreement will be valid unless in writing and signed by an authorized representative of the party against which such amendment, change, waiver, or discharge is sought to be enforced.

23.8. Governing Law. This Agreement will be interpreted pursuant to and governed by the laws of the State of Florida applicable to contracts to be performed within Florida, without giving effect to any conflicts of law doctrine of such State.

23.9. Survival. The terms of Article 9, Section 12.2, Section 13.3, Article 14.2, Article 15, Article 16, Article 17, Section 18.4, Article 20, Article 21, and Article 23 will survive the expiration of this Agreement or termination of this Agreement for any reason.

23.10. Third Party Beneficiaries. Each party intends that this Agreement will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than FNF or LPS or, with respect to Sections 20.1(d) and 20.3, the FNF Entities. Notwithstanding the foregoing sentence, (i) LPS shall have the right to bring a claim against FNF to the extent such claim results from an FNF Entity failing to abide by the terms of this Agreement and (ii) FNF shall have the right to bring any claim against LPS on behalf of any other FNF Entity which results from LPS’s failure to deliver Services to such FNF Entity in accordance with the terms of this Agreement or to comply with the terms of this Agreement.

23.11. Acknowledgment. FNF and LPS each acknowledge that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the parties and represent the parties’ agreement based upon the level of risk to FNF and LPS

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associated with their respective obligations under this Agreement and the payments to be made to LPS and charges incurred by LPS pursuant to this Agreement. The parties agree that the terms and conditions of this Agreement will not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.

23.12. Covenant of Further Assurances. FNF and LPS covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of FNF and LPS will execute and deliver any further legal instruments and perform any acts which are or shall become necessary to effectuate the purposes of this Agreement.

23.13. Assignment. Except as specified in Sections 3.2 and 8.4, neither FNF nor LPS shall assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement or any part hereof, unless otherwise provided for in this Agreement, without the express written consent of the non-assigning Party; provided either party may assign or otherwise convey or transfer its rights, or interests under this Agreement pursuant to any merger or reorganization or sale of all or substantially all of such party’s assets or other consolidation, reorganization or Change of Control and may otherwise assign, convey or transfer its rights to any Affiliate upon notice to, but not upon written consent of the other party. Any assignment hereunder shall be conditioned upon the understanding that this Agreement shall be binding upon the assigning party’s successors and assigns. Any attempted assignment, delegation or transfer, other than as described and permitted by this Section 23.13, will be null and void and of no effect. Either party shall be permitted to assign this Agreement to any Affiliate except that the assigning party shall remain responsible for all obligations under this Agreement including the payment of Fees.

[signature page to follow]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

FIDELITY NATIONAL FINANCIAL, INC.
By
	Name:
	Title:
LENDER PROCESSING SERVICES, INC.
By
	Name:
	Title:

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SCHEDULE I

     The defined terms used in this Agreement shall have the meanings set forth in the Sections of this Agreement and Exhibits listed:

TERM	SECTION/EXHIBITS
Additional Services	3.5(a)
Affected Performance	15.1
Affiliate	3.2
Agreement As Is environment	Heading 3.1(a)
Change Control Procedures	3.7
Change of Control	18.2(c)
Claim	20.5
Confidential Information	16.1
Consents	10
Damages	20.1
Data Safeguards	6.2(b)
Deadline Notice	2.2(a)
Default Cure Period	18.2(a)
Default Notice	18.2(a)
Deposit Amount	7.3
Deposit Institution	7.3
Designated Software	9.4
Director Competitor	8.4
Disaster	Exhibit A
Dispute(s)	7.2(a)
Disputing Party	7.3
Effective Date	Heading
Equipment	9.6
Escalation Process	7.2(d)
Executive Management	7.2(c)
Expiration Date	2.2(a)
Fee Audit	14.2
Fee Audit Report	14.2
Fee Auditor	14.2
Fee Payment Date	14.2
Fees	13.1
Fidelity Information Security Policy	Exhibit J
First Tier Management	7.2(b)
FNF	Recitals
FNF	Heading
FNF Agent	20.2(a)
FNF Data	12.1

TERM	SECTION/EXHIBITS
FNF Entity(ies)	3.1(a)
FNF Equipment	9.7
FNF Indemnified Parties	20.1
FNF Interruption Event	15.2
FNF Location	6.2(f)
FNF Proprietary Software	9.2
FNF Relationship Manager	7.1
FNF Software	9.2
FNF Third Party Software	9.2
Force Majeure Event	15.1
FTE	8.2
Incidents	Exhibit A
Indemnified Parties	20.2
Indemnify	20.1
Indemnifying Party	20.5
Initial Term	2.1
Initial Term Expiration Date	2.1
LPS	Heading
LPS Agent(s)	20.1(a)
LPS Developed Items	9.5
LPS Equipment	9.6
LPS Indemnified Parties	20.2
LPS Key Employees	8.2
LPS Managed Agreements	11.1
LPS Managed Invoice(s)	11.2
LPS Proprietary Software	9.3(a)
LPS Relationship Manager	7.1
LPS Service Location (s)	6.1
LPS Software	9.4
LPS Subcontractors	3.2
LPS Third Party Software	9.4
Management Committee	7.1
Non-Software Materials	3.13
One Year Renewal Period	2.2(a)
Pass-Through Expenses	13.9
Personal Data	16.6.1
Prime Rate	14.2
Privileged Work Product	16.2
Project Staff	8.1
Regulation	3.12
Release Package	Exhibit A
Renewal Notice	2.2(a)
Renewal Period	2.2(a)
Renewal Right	2.2(a)
Report(s)	3.11

TERM	SECTION/EXHIBITS
Security Incident	6.2(c)
Self-Help Code	17.1(b)(3)
Service Component	18.2(a)
Services	3.1(a)
Statement of Work	3.5
Subsidiary	1.2
Systems	9.8
Technology Plan	3.9(a)
Term	2.2(a)
Termination Assistance Period	18.4
Termination Assistance Services	18.4
Termination Fee	18.5
Two Year Renewal Period	2.2(a)
Unauthorized Access	16.4
Unauthorized Code	17.1(b)(3)
Utilize	9.3(c)

EX-99.6

Exhibit 99.6

FORM OF PROPERTY MANAGEMENT AGREEMENT

          THIS AGREEMENT (this “Agreement”) dated as of June      . 2008, by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FNF”), and LENDER PROCESSING SERVICES, INC., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “LPS” or the “Manager”). FNF and LPS are herein referred to individual as a “Party” and, collectively, the “Parties”.

     WHEREAS, FNF is a party to a synthetic lease financing arrangement for the office building known as “Building V” located at 601 Riverside Avenue, Jacksonville, Florida (the “Property”), as set forth on various documents dated on our about June 29, 2004, including the Master Lease Agreement, dated as of June 29, 2004, and the Master Agreement dated as of June 29, 2004, as amended by the First Omnibus Amendment dated as of November 5, 2004, the First Amendment to Master Agreement dated as of September 24, 2004, the Second Omnibus Amendment dated as of February 15, 2005, the Third Omnibus Amendment dated as of December 2, 2005, the Waiver Amendment to Operative Documents dated as of April 2005, and the Fourth Omnibus Amendment dated as of March 16, 2006 (as amended, the “Master Lease Agreement”), all among FNF, as lessee, SunTrust Equity Funding, LLC, as lessor, certain financial institutions parties thereto, as lenders, and SunTrust Bank, as agent (collectively, the “Lessors”); and

     WHEREAS, a portion of the Property is subleased to the Manager, as subtenant, and another portion of the Property is subleased to Fidelity National Information Services, Inc., a Georgia corporation (“FIS”, and together with the Manager in its capacity as a tenant, each a “Tenant” and collectively the “Tenants”), as subtenant, pursuant to Sublease Agreements, of even date herewith between FNF, as lessor, and each of the Manager and FIS, in each case as lessee (said Subleases, as so amended, being hereinafter referred to as the “Subleases”); and

     WHEREAS, FIS previously entered into a Property Management Agreement dated as of October 23, 2006 (the “Prior Agreement”) with FNF for the management of the Property; and

     WHEREAS, in connection with the separation and spin-off of LPS from FIS, and the consummation of the transactions contemplated by that certain Contribution and Distribution Agreement dated as of June ___, 2008 (the “Distribution Agreement”), between FIS and LPS, FIS terminated the Prior Agreement in contemplation of the simultaneous effectiveness of this Agreement in its stead, effective as of the Spin-off (as defined in the Distribution Agreement); and

     WHEREAS, FNF wishes to retain the services of the Manager as manager of the Property with responsibilities for managing, operating, maintaining, and servicing the Property and for the performance on behalf of FNF of all of its obligations with respect to the Property pursuant to the Master Lease Agreement and the Subleases;

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     NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

     1. Appointment of Manager. Effective as of the date hereof, FNF hereby appoints the Manager as manager of the Property with the responsibilities and upon the terms and conditions outlined in this Agreement, and the Manager hereby accepts such appointment.

     2. Manager’s Responsibilities.

     2.1. Management of the Property.

          (a) The Manager shall perform the services for FNF hereunder in a professional and competent manner, using standards of performance consistent with its performance of such services for itself and as otherwise required pursuant to the terms of the Master Lease Agreement and the Subleases. The Manager shall use commercially reasonable efforts to properly protect and account for FNF’s assets.

          (b) In connection with the management of the Property, the Manager shall duly and punctually perform and comply with, or cause to be performed or complied with, all of the obligations, terms and conditions required to be performed or complied with by FNF under the Master Lease Agreement and the Subleases (copies of which have been made available to the Manager) and, to the extent copies have been provided to the Manager, under any mortgages or deeds of trust affecting the Property, and any other agreements relating to the ownership, financing, development, management, operation, maintenance and servicing of the Property, including, without limitation (to the extent funds of FNF are available), the timely payment of all sums required to be paid thereunder, all to the end that FNF’s interest in the Property and its interest as landlord under the Subleases shall be preserved and no default of FNF shall occur under any of such agreements, so that the Master Lease Agreement and the Subleases (as well as any other relevant agreements) shall remain in full force and effect, with no default by FNF. The Manager shall enforce the full performance of all obligations of each of the Tenants under the Subleases and of the Lessors under the Master Lease Agreement.

          (c) In addition to providing the services specifically set forth in this Section 2.1 and in Section 2.2 and elsewhere in this Agreement, the Manager shall reasonably consider and accommodate such other services as FNF may reasonably request in connection with the Property or any other properties or facilities owned or leased by FNF (or its subsidiaries) on mutually agreeable terms, and provided that such other services do not negatively affect its ability to manage the other buildings on 601 Riverside Ave. in Jacksonville, Florida.

     2.2. Specific Management Services. Without limiting the generality of any other term or provision of this Agreement, the Manager shall provide the following services (the “Management Services”):

          (a) Collection and Handling of Money. The Manager shall bill and direct each Tenant to pay directly to FNF all Rent, including all Base Rent and Additional Rental (as

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such terms are defined in the Subleases) and all other additional rents and other payments due from each Tenant and any sums otherwise payable to FNF with respect to the Property, unless otherwise directed by FNF.

     (i) All sums collected by the Manager shall be deposited in accordance with instructions received from FNF from time to time. If required by law, the Manager shall, if applicable, establish separate accounts for holding tenants’ security deposits, and funds in such accounts shall not be commingled with other funds of the Manager.

     (ii) Within five business days after the end of each month, the Manager shall inform FNF of the anticipated expenses of the Property for the coming 60 days and, to the extent that FNF has not already provided the Manager with funds to cover the anticipated expenses, FNF shall remit to the Manager all amounts necessary in order to meet the anticipated expenses of the Property.

          (b) Taxes. To the extent funds of FNF are available, the Manager shall duly and punctually pay all real estate taxes and assessments payable with respect to the Property. Such payment shall be made prior to the time that any penalties or interest would accrue upon such taxes or assessments. The Manager shall inform FNF of any change in the amount of real property assessments or taxes relating to the Property. The Manager shall not undertake, nor is authorized to undertake, to provide any legal services with respect to property tax abatement or eminent domain proceedings.

          (c) Repairs and Maintenance. The Manager shall make all repairs and perform all maintenance on the buildings, grounds and other improvements of the Property necessary to maintain the Property in the manner required of FNF under the Master Lease Agreement and the Subleases and otherwise consistent with the same manner that Manager is repairing and maintaining the other properties on 601 Riverside Ave. Jacksonville, Florida. The Manager shall also perform or furnish any and all emergency repairs or reasonably identified services necessary for the preservation of the Property or to avoid the suspension of any service to the Property or danger to life or property. Emergency repairs or services may be made or furnished by the Manager without FNF’s prior approval, but only if it is not reasonably feasible to secure such prior approval. In any event, the Manager shall, not later than five business days after performing or furnishing an emergency repair or service, notify FNF of the details and cost thereof.

          (d) Service Contracts. Subject to Section 3, the Manager shall enter into, in Manager’s name (unless FNF otherwise directs), agreements for the furnishing to the Property of such utility, maintenance and other services and for the acquisition of such equipment and supplies as may be necessary for the management, operation, maintenance and servicing of the Property in accordance with this Agreement and FNF’s obligations under the Master Lease Agreement and the Subleases.

          (e) Personnel. The Manager shall employ such personnel, as employees of the Manager and not of FNF, as may be necessary in order for the Manager to perform its obligations hereunder. All wages, salaries, fringe benefits, other salary expenses and payroll taxes with respect to said employees shall be paid by the Manager. The Manager shall comply

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with all laws relating to the employment of its employees, including, without limitation, those requiring workers’ compensation insurance to cover all of the Manager’s employees.

          (f) Other Services. The Manager shall perform all other services which are normally performed in connection with the operation and management of other building on 601 Riverside Ave., Jacksonville, Florida; and specifically, without limiting the generality of the foregoing, the Manager shall perform all services required to be provided to Tenants under the terms of the Master Lease Agreement and the Subleases. If requested by FNF and agreed to by the Manager (in its sole discretion), the Manager shall also perform other property operation and management services for one or more other properties or facilities owned or leased by FNF (or one or more of its subsidiaries) in Jacksonville or elsewhere in the United States.

          (g) Compliance with Laws and Insurance Policy Requirements. The Manager shall take such action as may be necessary to comply with all laws, rules and regulations and any and all known orders or requirements of any governmental authority having jurisdiction thereover affecting the management of the Property, including, without limitation, all laws, rules, regulations, orders and requirements relating to the use, generation, storage and disposal of hazardous wastes and materials and oil, and orders of the Board of Fire Underwriters and other similar bodies.

          (h) Notices. The Manager shall promptly deliver to FNF all notices received from any Tenant, any mortgagee, ground lessor, contractor, subcontractor, governmental or official entity or any other party with respect to the Property, pursuant to the Master Lease Agreement, the Subleases or otherwise. The Manager may sign and serve in the name of FNF any and all notices required in connection with the proper performance by the Manager of the services hereunder.

          (i) Cooperation. The Manager shall give FNF all pertinent information and reasonable assistance in the defense or disposition of any claims, demands, suits or other legal proceedings which may be made or instituted by any third party against FNF which arise out of any matters relating to the Property, the Master Lease Agreement, the Subleases, this Agreement or the Manager’s performance hereunder.

          (j) Tenant Relations. The Manager shall maintain business-like relations with the Lessors and the Tenants, receive requests, complaints and the like, from the Lessors and/or the Tenants and respond and act upon the foregoing in reasonable fashion. To insure full performance by Tenants of all of their respective obligations under the Subleases including, without limitation, those relating to the use, generation, storage or disposal of hazardous wastes and materials and oil, the Manager shall inspect the Property periodically, and, if appropriate, shall make demands on Tenants to perform their respective obligations under the Subleases. The Manager shall notify Tenants of all rules, regulations, and notices as may be promulgated by FNF, governing bodies and insurance carriers. The Manager shall obtain insurance certificates from each Tenant evidencing compliance with the insurance requirements under the Subleases.

          (k) Inspections. The Manager shall perform periodic inspections of the Property, and report on such inspections to FNF. Such inspections shall include, without limitation, an evaluation of the compliance of the Property with all laws, rules and regulations

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governing the use, generation, storage and disposal of hazardous wastes and materials and oil. The Manager shall also periodically inspect the roof of the building within the Property.

          (l) Disaster Recovery. The Manager shall maintain a disaster recovery program for the Property, substantially consistent with the disaster recovery program in place for the other buildings and facilities located at 601 Riverside Avenue, Jacksonville, Florida. For the avoidance of doubt, the disaster recovery program maintained by the Manager may not include a business continuity program.

          (m) Response and Resolution. The Manager shall respond to and resolve any problems in connection with the services hereunder within a commercially reasonable period of time, using response and proposed resolution times consistent with its response and resolution of such problems for itself.

     2.3. Service Shortfalls and Force Majeure.

          (a) Service Shortfall. If FNF provides the Manager with written notice (“Shortfall Notice”) of the occurrence of any Significant Service Shortfall (as defined herein), as determined by FNF in good faith, the Manager shall rectify such Significant Service Shortfall as soon as reasonably possible. For purposes hereof, a “Significant Service Shortfall” is deemed to have occurred if the timing or quality of performance of services provided by the Manager hereunder falls below the standard required by Sections 2.1 and 2.2; provided that the Manager’s obligations under this Agreement shall be relieved to the extent, and for the duration of, any force majeure event as set forth in Section 2.3(b).

          (b) Force Majeure. Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the occurrence of a condition described in this Section 2.3(b), the Party whose performance is prevented shall give written notice to the other Party, and the Parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both Parties, of such conditions.

     3. Approval of Contracts. The Manager may enter into on behalf of FNF any contract or agreement for equipment, supplies, services or any other item in the ordinary course of the management, operation, maintenance and servicing of the Property, such as, for example, involving the provision of utility, maintenance or other services or the furnishing of services to each or both Tenants on the Property; provided, however, if any such contract involves a term of five (5) years or more or the expenditure or obligation on the part of FNF is in excess of $500,000 in the aggregate, then FNF upon written direction may require the Manager to first obtain and submit to FNF three competitive, written bids for the performance or furnishing of the same, and FNF shall have approved the awarding of such contract or agreement. All service contracts with a term of five (5) years or more shall contain a provision permitting FNF to terminate such contracts in the event FNF sells or transfers all or any portion of FNF’s interest in the Property.

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     4. Insurance.

     4.1. Damage to Property. The Manager shall cause to be maintained the following insurance against property damage to the Property:

          (a) All-risk coverage in an amount equal to full replacement cost, with an agreed amount endorsement or a waiver of co-insurance.

          (b) Boiler and machinery insurance, if required, and flood and earthquake insurance, if available, in each case in amounts not less than ten percent (10%) of value or as may otherwise be required by FNF.

          (c) Building ordinance, demolition and increased cost of construction coverages.

          (d) Any additional insurance coverage required to be carried by FNF under the Master Lease Agreement or the Subleases or by any lender making a loan relating to the Property.

All of such insurance may be provided under a blanket policy, provided that such blanket policy will, in all events, provide FNF the protection against loss specified above. The insurance coverages required under this Section 4.1 shall in no event provide for deductibles in excess of $100,000 per occurrence, without the approval of FNF.

     4.2. Loss of Use of Property. The Manager shall maintain insurance against loss of rental income from the Property (or business interruption insurance, if applicable) which shall meet the following requirements:

               (i) The amount of such insurance shall equal the maximum actual loss which might be sustained if the Property were totally destroyed, but in no event less than the maximum Tenants economic obligations for a twelve-month period, less a deductible as may be approved by FNF.

               (ii) Such insurance shall include extra expense coverage, if applicable.

               (iii) Such insurance shall provide coverage against the perils insured against under Section 4.1.

               (iv) Such insurance shall contain an agreed amount endorsement or a waiver of co-insurance as specified by FNF.

     4.3. Liability Coverages. The Manager shall maintain, or cause to be maintained, liability insurance coverages relating to the Property as follows:

               (i) Comprehensive, broad form general liability insurance, in an amount not less than $1,000,000, combined single limit.

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               (ii) Liability insurance for owned, hired or non-owned vehicles, in an amount not less than $1,000,000, combined single limit.

               (iii) Workers’ compensation, as required by law, and employer’s liability insurance in an amount not less than $1,000,000.

               (iv) The Manager shall maintain umbrella, or excess liability, coverage, in an amount not less than $5,000,000. Such insurance shall be in excess of all liability coverages required in the above subsections and maintained by the Manager.

               (v) Such additional insurance against other risks of loss to the Property as, from time to time, may be required by any lender making a loan relating to the Property or which may be deemed desirable by FNF or be required by law.

All liability insurance policies shall be written on an occurrence basis. The required coverages may be provided by a blanket, multi-location policy, if such policy provides a separate aggregate limit per occurrence for the benefit of the Property.

     4.4. Fidelity Insurance. Employees of the Manager who handle or are responsible for funds of FNF shall be covered by fidelity insurance in an amount not less than $500,000.

     4.5. General Requirements.

          (a) Required Provisions. All insurance policies required this Section 4 shall (i) name FNF as named insureds, (ii) provide that any proceeds shall be paid to FNF, or to the Lessors pursuant to a mortgage endorsement if required by the Lessors, (iii) be issued by an insurer and be in a form and contain terms, all as approved by FNF, (iv) provide that such policies shall not be cancelled without at least 30 days’ prior written notice to FNF.

          (b) Rating. All insurers providing the coverages specified in this Section 4 shall be rated A-IX or better by Best’s or such higher rating as may be required by the Lessors under the Master Lease Agreement.

          (c) Certificates of Insurance. The Manager shall provide FNF with certificates evidencing the insurance coverages required by this Section 4 prior to the commencement of any activity or operation which could give rise to a loss to be covered by such insurance. Each certificate shall state that at least 30 days’ notice shall be given to FNF and prior to the amendment, termination or cancellation of any policy evidenced thereby. Replacement certificates shall be sent to FNF as policies are renewed, replaced or modified.

          (d) Investigation of Claims. The Manager shall promptly investigate and make a full, timely, written report to any insurance company providing coverage, with a copy to FNF, of all accidents, claims, or damage relating to the ownership, operation and maintenance of the Property, any damage or destruction to the Property and the estimated cost of repair thereof, and shall prepare any and all further reports required by any such insurance company in connection therewith. The Manager shall have no right to settle any claims, demands or liabilities, whether or not covered by insurance, exceeding $100,000, without the prior written consent of FNF.

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     5. Records and Reports.

     5.1. Records. The Manager shall maintain a comprehensive system of office records, books and accounts, which if dedicated to the Property shall be the property of FNF. FNF and its representatives shall, at all times, have access to and the ability to copy such records, books, and accounts and to all vouchers, files and all other materials pertaining to the Property and this Agreement, all of which the Manager agrees to keep safe, available and separate from any records not relating to the Property. The Manager will cooperate with and give reasonable assistance to any accountant or other person designated by FNF to examine such records.

     5.2. Semi-Annual Reports. On a semi-annual basis, the Manager shall provide FNF with the following reports for the preceding six months for the Property as a whole.

          (a) Accounting Reports. A balance sheet as of the end of the preceding quarter and any other statements reasonably requested by FNF.

          (b) Variance Reports. Reports providing details of and discussing any positive or negative variances in excess of the greater of (i) 10% from the annual budget for total expenses of the Property for the preceding six months or (ii) $250,000 over the annual budget allocable to FNF for the preceding six months. In addition, if it is expected that any such positive or negative variance will continue or if a positive or negative variance of such magnitude in any revenue expense or capital expenditure line item is anticipated, details shall be provided and discussed.

          (c) Capital Expenditure Reports. Reports providing details of capital expenditures for the preceding six months and for the remainder of the calendar year, itemized by type of capital expenditure.

          (d) Forecast. If requested by FNF, the Manager shall provide a statement setting forth in detail, as requested by FNF, the estimated FNF revenues, expenses, capital expenditures with respect to the Property, on a cash basis, for each of the remaining quarters of the calendar year. The Manager shall also set forth on a semi-annual basis the estimated cash flow to FNF.

          (e) Book and Tax Projections. If requested by FNF, the Manager shall consult with FNF’s accountant regarding projections of the current year’s net income or loss on a tax basis, together with statements supporting the calculation of these protections.

     5.3. Annual Reports. Within 90 days after the end of each calendar year, the Manager shall deliver to FNF profit and loss statements showing all revenues, expenses and the results of operations for the immediately preceding year, and a balance sheet of the development as of the end of such year in accordance with generally accepted accounting principles.

     5.4. Annual Management Plan. No later than December 1^st of each year, or such other date specified in a written notice from FNF to the Manager, the Manager shall submit to FNF, for FNF’s written approval, proposed budgets and operating plans (the “Annual Management Plan”) for the Property, setting forth in such detail as may be requested by FNF the estimated expense of the Property for the next fiscal year, including, without limitation, the amount of real

8

estate taxes, assessments, and maintenance and other expenses relating to the Property, whether for operations or capital improvements, and a description of the services to be provided hereunder by the Manager during next fiscal year. The Manager shall provide such other financial data and other information as may reasonably be requested by FNF. FNF reserves the right to reject, amend or modify the Annual Management Plans as FNF may reasonably deem appropriate.

     6. Compensation for Services.

     6.1. Management Fee. FNF shall pay to the Manager as compensation for the services hereunder an annual management (the “Management Fee”), equal to [$_____] per rentable square foot per annum, payable in arrears and paid in monthly installments of [$______] on the fifteenth (15^th) day of each calendar month at such place as FNF may direct, as and to the extent collected from Tenant’s monthly installments of Rent, Base Rent or Additional Rental. The Management Fee is intended fully to compensate the Manager for the services provided under this Agreement.

     6.2. Monthly Statements. Within 30 days after the end of each calendar month, the Manager shall prepare and deliver to FNF a monthly summary statement (each a “Monthly Property Management Cost Summary Statement”) setting forth all of the costs owing by FNF to the Manager. For sake of clarification, the Parties acknowledge that unless and until the Parties agree otherwise, all Monthly Property Management Cost Summary Statements required hereunder shall be incorporated into and be a part of the respective Monthly Summary Statement referred to in the Master Accounting and Billing Agreement dated as of June ___, 2008 (the “CSA”) between FNF and LPS.

     7. Expenses.

     7.1. Expense of FNF. All payments made or expenses incurred by the Manager in the performance of the services hereunder shall be paid or reimbursed by FNF, as more fully described in Schedule A.

     7.2. Payment by the Manager. The Manager shall make all payments required of FNF under Section 2.2.(b) of this Agreement, and all payments for real property taxes, repairs and maintenance costs incurred and equipment and supply purchases made in accordance with this Agreement, and under contracts existing prior to the effective date of this Agreement or approved or authorized pursuant to this Agreement, but only if such payments will not cause the annual expenditure to exceed the approved budget (as set forth in the Annual Management Plan) by 5% or more, in which event Manager shall not make such payment without FNF’s prior consent; provided, however, that the Manager shall notify FNF of any annual expenditure which exceeds the approved budget for such line item prior to making any such expenditure. However, in the case of casualty, breakdown in machinery or other similar emergency, the Manager may make payments for repairs, maintenance, equipment or supplies in excess of such authorization amounts if, in the reasonable opinion of the Manager, emergency action prior to written approval is necessary to prevent additional damage or a greater total expenditure, to protect the Property from damage or to prevent a default on the part of FNF under the Master Lease Agreement or the Subleases or under a mortgage affecting the Property.

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     7.3. Source of Payment. Any authorized payments made by the Manager on behalf of FNF shall be made out of such funds as the Manager may from time to time hold for the account of FNF or as may be provided by FNF. FNF shall maintain in the bank account or accounts maintained by the Manager pursuant to this Agreement an amount sufficient to enable the Manager to perform its duties hereunder, and the Manager shall notify FNF, in advance, of any foreseeable deficiency of the funds in such accounts. If the Manager shall voluntarily advance for FNF’s account any amount for the payment of any authorized expenses, FNF shall, upon notice from the Manager, promptly reimburse the Manager therefor, without interest.

     8. Limitation of Liability

     8.1. LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAYABLE BY FNF TO THE MANAGER DURING THE ONE (1) YEAR PERIOD PRECEDING THE BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY’S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OR AFFILIATE OF A PARTY HERETO.

     8.2. DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER SECTION 9 IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.

     9. Indemnification.

     9.1. Indemnification Obligations. Subject to Section 8, FNF will indemnify, defend and hold harmless the Manager (and its Subsidiaries), each of their respective past and present directors, officers, employees, agents, consultants, advisors, accountants and attorneys (“Representatives”), and each of their respective successors and assigns (collectively, the “Manager Indemnified Parties”) from and against any and all Damages (as defined below) incurred or suffered by the Manager Indemnified Parties arising or resulting from the provision of services hereunder, which Damages shall be reduced to the extent of:

               (i) Damages caused or contributed to by the Manager’s negligence, willful misconduct or violation or law; or

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               (ii) Damages caused or contributed to by a breach of this Agreement by the Manager.

“Damages” means, subject to Section 8 hereof, all losses, claims, demands, damages, liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action).

     9.2. Limitation of Indemnification Liability. Except as set forth in this Section 9.2, the Manager will have no liability to FNF for or in connection with any of the services rendered hereunder or for any actions or omissions of the Manager in connection with the provision of any services hereunder. Subject to the provisions hereof and subject to Section 8, the Manager will indemnify, defend and hold harmless FNF, each Subsidiary and Affiliate of FNF, each of their respective past and present Representatives, and each of their respective successors and assigns (collectively, the “FNF Indemnified Parties”) from and against any and all Damages incurred or suffered by the FNF Indemnified Parties arising or resulting from either of the following:

               (i) any claim that the Manager’s use of the software or other intellectual property used to provide the services, or any results and proceeds of such services, infringes, misappropriates or otherwise violates any United States patent, copyright, trademark, trade secret or other intellectual property rights; provided, that such intellectual property indemnity shall not apply to the extent that any such claim arises out of any modification to such software or other intellectual property made by FNF without the Manager’s authorization or participation, or

               (ii) the Manager’s gross negligence, willful misconduct, improper use or disclosure of customer information or violations of law;

provided, that in each of the cases described in subclauses (i) and (ii) above, the amount of Damages incurred or sustained by FNF shall be reduced to the extent such Damages shall have been caused or contributed to by any action or omission of FNF in amounts equal to FNF’s equitable share of such Damages, determined in accordance with its relative culpability for such Damages or the relative fault of FNF or its Subsidiaries.

     9.3. Indemnification Procedures.

          (a) Claim Notice. A Party that seeks indemnity under this Section 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

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          (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed Amount in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party is entitled to receive all or any portion of the Claimed Amount, in which case, the Parties will resort to the dispute resolution procedures set forth in Section 11.

          (c) Contested Claims. In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 9.3(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 11. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

          (d) Third Party Claims.

               (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a person or entity who is not a Party hereto or a Subsidiary or Affiliate of a Party hereto of any claim or the commencement of any action (a “Third-Party Claim”) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Section 9, the Indemnified Party will give written notification to the Indemnifying Party of the Third-Party Claim. Such notification will be given within fifteen (15) days after receipt by the Indemnified Party of notice of such Third-Party Claim, will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and will describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure. Within twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party will control such defense.

               (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense.

               (iii) The Party controlling such defense (the “Controlling Party”) will keep the Non-controlling Party reasonably advised of the status of such Third-Party Claim and the defense thereof and will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party will furnish the Controlling Party with such Information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and

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will otherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Claim.

               (iv) The Indemnifying Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, that the consent of the Indemnified Party will not be required if (A) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, and (B) such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party from further Liability. The Indemnified Party will not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

     10. Term and Termination.

     10.1. Term. The term of this Agreement commenced on the date hereof, and shall continue through June 30. 2011, and for successive periods of one year thereafter, unless terminated pursuant to Sections 10.2 or 10.3 of this Agreement.

     10.2. Termination by FNF.

          (a) For Cause. FNF may terminate this Agreement, upon receipt by the Manager of 30 days’ prior written notice of FNF’s election to do so, if:

               (i) in FNF’s reasonable judgment, the Manager has not managed the Property in accordance with the provisions of Sections 2.1 and 2.2 above, or has otherwise defaulted in the performance of its obligations hereunder, and has not remedied or cured the facts giving rise to FNF’s right to terminate under this subsection within thirty days after receipt of written notice from FNF specifying such facts;

               (ii) a receiver, liquidator or trustee of the Manager shall be appointed by court order, or a petition to liquidate or reorganize the Manager shall be filed against the Manager under any bankruptcy, reorganization or insolvency law and such order or petition is not vacated or dismissed within 60 days, or the Manager shall file a petition in bankruptcy or request a reorganization under any provision of the bankruptcy, reorganization or insolvency laws, or if the Manager shall make an assignment for the benefit of its creditors, or if the Manager is adjudicated a bankrupt;

               (iii) there is any damage or destruction to the Property and FNF elects not to rebuild or restore the Property, or there is a taking by condemnation, or similar proceeding, of a substantial portion of the Property; or

               (iv) FNF shall, at any time, sell or otherwise transfer all or any portion of its interest in the Property.

          (b) Without Cause. Upon 90 days’ prior written notice to the Manager, FNF may terminate this Agreement at any time, in its sole discretion, without cause of any kind.

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     10.3. Termination by the Manager.

          (a) For Cause. The Manager may terminate this Agreement, by 60 days’ prior written notice to FNF, if FNF has defaulted in its obligations hereunder, and has not cured such default within 30 days after receipt of written notice from the Manager specifying such default.

          (b) Without Cause. Upon 90 days’ prior written notice to FNF, the Manager may terminate this Agreement at any time, in its sole discretion, without cause of any kind.

     10.4. Manager’s Obligations after Termination. Upon the expiration or termination of this Agreement pursuant to Section 10.2 or 10.3, the Manager shall:

          (a) deliver to FNF, or to such other person or persons designated by FNF, copies of all dedicated books and records of the Property and all funds in the possession of the Manager belonging to FNF or received by the Manager pursuant to the terms of this Agreement;

          (b) deliver to FNF any and all funds of FNF on hand or in any bank account, including all security deposits of tenants, if not previously delivered to FNF, less any unpaid compensation due to the Manager pursuant to this Agreement, and less any other reimbursements due to the Manager under this Agreement;

          (c) deliver to FNF, as received, any funds due to FNF under this Agreement but received after such termination;

          (d) deliver to FNF all materials, supplies, keys, contracts, documents, plans, specifications, promotional materials and other materials dedicated to the Property; and

          (e) assign, transfer or convey to such person or persons all service contracts and personal property dedicated to or used exclusively in the operation and maintenance of the Property, except any personal property which was paid for and is owned by the Manager. The Manager shall, at its cost and expense, remove all signs that it may have placed at the Property indicating that it is the Manager of the Property and repair and restore any damage resulting therefrom. The Manager shall also, for a period of 90 days after such expiration or termination, make itself available to consult with and advise FNF, or such other person or persons designated by FNF, regarding the operation and maintenance of the Property.

The Manager shall be reimbursed for all actual costs and out of pocket expenses incurred by it in connection with any such termination and the transition to a new manager for the Property, provided that the Manager shall use its reasonable commercial efforts to mitigate such costs and expenses.

     11. Dispute Resolution.

     11.1. Amicable Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Agreement

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(including, without limitation, the standards of performance, delay of performance or non-performance of obligations, or payment or non-payment of fees hereunder), then the Dispute, upon written request of either Party, will be referred for resolution to the president (or similar position) of the division implicated by the matter for each Party, which presidents will have fifteen (15) days to resolve such Dispute. If the presidents of the relevant divisions for each Party do not agree to a resolution of such Dispute within fifteen (15) days after the reference of the matter to them, such presidents of the relevant divisions will refer such matter to the president of each Party for final resolution. Notwithstanding anything to the contrary in this Section 11, any amendment to the terms of this Agreement may only be effected in accordance with Section 12.6.

     11.2. Arbitration. In the event that the Dispute is not resolved in a friendly manner as set forth in Section 11.1, either Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 11.2. All Disputes submitted to arbitration pursuant to this Section 11.2 shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by the Parties. If the Parties fail to agree on an arbitrator within thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of either Party to the Dispute, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by either Party to the Dispute in any court having jurisdiction over the subject matter or over either Party. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

     11.3. Non-Exclusive Remedy. Nothing in this Section 11 will prevent either Party from immediately seeking injunctive or interim relief in the event (i) of any actual or threatened breach of confidentiality or (ii) that the Dispute relates to, or involves a claim of, actual or threatened infringement of intellectual property. All such actions for injunctive or interim relief shall be brought in a court of competent jurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, and further remedies may be pursued in accordance with Section 11.1 and Section 11.2 above.

     11.4. Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Agreement, the Parties, but none of their respective Subsidiaries or Affiliates, are entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Section 11 or otherwise, and each Party will cause its respective Affiliates not to

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commence any dispute resolution procedure other than through such Party as provided in this Section 11.

     11.5. Compensation. FNF shall continue to make all payments due and owing under Section 6 for services not the subject of a Dispute and shall not off-set such fees by the amount of fees that are the subject of the Dispute.

     12. Miscellaneous.

     12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Florida, without regard to the conflicts of laws provisions thereof.

     12.2. Counterparts. This Agreement may be executed in one or more counterparts, which together shall constitute one and the same instrument.

     12.3. Successors, Assigns and Affiliates. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors, assigns and affiliates. This Agreement is a contract for the personal services of the Manager, and the Manager may not assign this Agreement without FNF’s prior written approval, which may be withheld in the sole discretion of FNF.

     12.4. Notices. Any notice or other communication to be given or made under this Agreement (“Notice”) shall be in writing and shall be deemed received (i) when delivered personally, (ii) when sent by facsimile, if confirmed by overnight courier service delivered the next day, (iii) on the third business day following the sending thereof by overnight courier service, or (iv) on the third business day following the sending thereof by registered or certified mail, return receipt requested. All Notices shall be addressed to the addresses of the Party, or sent by facsimile to their facsimile numbers, as set forth on the signature pages hereof.

     12.5. Entire Agreement. This Agreement contains the entire Agreement among the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between the Parties with respect thereto.

     12.6. Amendments, Consents and Approvals. This Agreement may be amended only by an instrument in writing agreed to by each of the Parties hereto. To be effective, consents and approvals must be in writing.

     12.7. No Waiver. The failure of FNF to seek redress for breach, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement, shall not constitute a waiver thereof, and FNF shall have all remedies provided herein and by applicable law with respect to any subsequent act which would have originally constituted a breach.

     12.8. No Agency. The Manager is an independent contractor and, as such, shall be solely responsible for all of its employees, for the supervision of all persons performing services in connection with the performance of all of FNF’s obligations relating to the maintenance and

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operation of the Property, and for determining the manner and time of performance of all acts hereunder. Nothing herein contained shall be construed to establish the Manager as an agent of FNF, or to create a joint venture or partnership between the Manager and FNF.

     12.9. Effectiveness. Notwithstanding the date hereof, this Agreement shall become effective as of the date and time that the Distribution as described in the Contribution and Distribution Agreement dated as of June ___, 2008 between FNF and LPS, is effective.

[signature page to follow]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on their behalf by their duly authorized representatives as of the date first set forth above.

FIDELITY NATIONAL FINANCIAL, INC.
By
	Name:
	Title:
	Address:	601 Riverside Avenue Jacksonville, Florida 32204 Attention: General Counsel

LENDER PROCESSSING SERVICES, INC.
By
	Name:
	Title:
	Address:	601 Riverside Avenue Jacksonville, Florida 32204 Attention: General Counsel

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EX-99.7

Exhibit 99.7

FORM OF LEASE AGREEMENT

     THIS LEASE AGREEMENT (this “Lease”), dated as of June ___, 2008, is by and between Lender Processing Services, Inc., a Delaware corporation (“LPS” or “Landlord”), and Fidelity National Financial, Inc., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FNF” or “Tenant”). Landlord and Tenant are herein referred to individual as a “Party” and, collectively, the “Parties”.

     WHEREAS, Tenant (which was previously known as Fidelity National Title Group, Inc.), as tenant, entered into an Amended and Restated Lease Agreement dated as of October 23, 2006 (as previously amended and restated, the “Prior Lease”), with Fidelity Information Services, Inc., an Arkansas corporation (“FIS-ARK”), for the leasing to Tenant of a portion of certain real property and improvements comprising a corporate campus located at 601 Riverside Avenue, in the city of Jacksonville, county of Duval, state of Florida; and

     WHEREAS, Tenant also previously entered into a Telecommunications Services Agreement dated as of October 23, 2006 (the “Prior Telecommunications Agreement”; and together with the Prior Lease, collectively, the “Prior Agreements”) with FIS-ARK for the provision of telecommunication services at the 601 Riverside Avenue campus; and

     WHEREAS, in connection with the separation and spin-off of LPS from Fidelity National Information Services, Inc., a Georgia corporation and the parent company of FIS-ARK (“FIS”), and the consummation of the transactions contemplated by that certain Contribution and Distribution Agreement dated as of June ___, 2008 (the “Distribution Agreement”), between FIS and LPS, FIS-ARK transferred to Landlord all of FIS-ARK’s right, title and interest in and to the real property and improvements comprising the corporate campus located at 601 Riverside Avenue, Jacksonville, Florida, including the telecommunications rights and campus equipment; and

     WHEREAS, in connection with the Distribution Agreement, FIS-ARK terminated the Prior Agreements in contemplation of the simultaneous effectiveness of this Agreement in its stead, effective as of the Spin-off (as defined in the Distribution Agreement);

     NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Premises.

     1.1 Initial Premises. Landlord hereby leases to Tenant office space (collectively, the “Premises”) located on various floors in the 13-story main office building generally designated as “Building I” and in the building generally designated as “Building II”, as well as use of certain designated space in the buildings generally designated as “Building III and Building IV” and/or in any of the other buildings that Landlord owns or leases from time to time that are part of the corporate campus located at 601 Riverside Avenue, Jacksonville, Florida (after taking into

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account the exclusions hereinafter described, collectively the “Corporate Campus”), it being understood that the building generally designated as “Building V”, as well as the parking garage and the real property that is subject to that certain synthetic lease financing arrangement, as set forth on various documents dated on our about June 29, 2004, including the Master Lease Agreement, dated as of June 29, 2004, and the Master Agreement dated as of June 29, 2004, as amended by the First Omnibus Amendment dated as of November 5, 2004, the First Amendment to Master Agreement dated as of September 24, 2004, the Second Omnibus Amendment dated as of February 15, 2005, the Third Omnibus Amendment dated as of December 2, 2005, the Waiver Amendment to Operative Documents dated as of April 2005, and the Fourth Omnibus Amendment dated as of March 16, 2006, all among Tenant, as lessee, SunTrust Equity Funding, LLC, as lessor, certain financial institutions parties thereto, as lenders, and SunTrust Bank, as agent, are hereby specifically excluded from provisions of this Lease (and, for purposes of this Lease, from the definition of “Corporate Campus”). The parties further acknowledge and agree that, initially hereunder, the Premises constitute [               ] rentable square feet representing approximately [        %] (“Tenant’s Share”) (including a load fact of [        %] for common/shared space) of the [               ] rentable square feet of space at the Corporate Campus, it being understood that the parties anticipate that Tenant’s Share shall fluctuate and change as and when the rentable square feet of space allocated and leased to Tenant hereunder changes.

     1.2 Reallocations of Space. Notwithstanding any other provision herein or in any other agreement or instrument to the contrary, the parties understand and acknowledge that Landlord and Tenant anticipate that there will be reallocations of office space among Landlord, Tenant and FIS, including one or more reallocations during calendar year 2008. The parties hereby agree that Tenant’s Share may, by mutual agreement, increase or decrease from time to time during the term of this Lease, in which case the parties shall memorialize the changes in (i) rentable square footage of the Premises, (ii) Tenant’s Share and (iii) monthly Base Rent. In such event, Tenant’s Base Rent and Additional Rent shall be re-calculated based on the rentable square foot leased and allocated to Tenant, determined as a percentage of the total rentable square foot of office space available at the Corporate Campus.

2. Term. The initial term of this Lease shall be for three (3) years commencing June 30, 2008 (“Commencement Date”) and terminating on June 30, 2011 (“Initial Term”).

3. Rent.

     3.1 Base Rent. Tenant shall pay to Landlord base rent (“Base Rent”), at an annual rate of [$               ] per rentable square foot, in equal monthly installments of [$                    ] without prior notice or demand, in advance, on the first day of each calendar month at such place as Landlord may direct, in writing. If the Term commences on a day other than the first day of a calendar month, Tenant shall pay to Landlord, on or before the Commencement Date, a pro rata portion of the monthly installment of Base Rent, such pro rata portion to be based on the actual number of calendar days remaining in such partial month after the Commencement Date. If the Term shall expire on other than the last day of a calendar month, such monthly installment of Base Rent shall be prorated for each calendar day of such partial month. If any portion of Base Rent or other sum payable to Landlord hereunder shall be due and unpaid for more than fifteen (15) days after written notice from Landlord to Tenant that such payment has not been received,

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it shall thereafter bear interest at a rate equal to [          ] percent ([     ]%) per annum (the “Default Rate”).

     3.2 Additional Rent. In addition to paying Base Rent, for each calendar year commencing with calendar year 2008, Tenant shall pay as additional rent (“Additional Rent” and, together with Base Rent, collectively, the “Rent”) Tenant’s Share of Landlord’s reasonable estimate of operating expenses for the entire Corporate Campus (“Operating Expenses”) that are in excess of the Operating Expenses applicable to the 2004 base year (the “Base Year”), which for the purposes of this Lease, the Tenant’s Share of Operating Expenses in the Base Year are [$               ] per rentable square foot per year. Landlord reasonably estimates Tenant’s Additional Rent for the calendar year 2008 is [$               ] per rentable square foot per year or [$               ] per month, which when combined with the Base Rent shall result in a monthly Rent payment of [$               ], which is equal to [$               ] per rentable square foot per year for 2008. Commencing August 1, 2008, and otherwise as set forth herein, Tenant shall pay Additional Rent at the same times and in the same manner as Base Rent. Landlord shall adjust Additional Rent on an annual basis in 2008 and 2009 based on the same above principles. Tenant shall be liable to Landlord for the entire cost (as opposed to Tenant’s Share) of Landlord’s costs of providing any services or materials exclusively to Tenant.

          3.2.1 Calculation and Payment. Landlord shall deliver to Tenant on or before the first day of March following the end of each year following the Base Year (an “Expense Year”) a statement setting forth (i) the amount Tenant paid as Rent for the applicable Expense Year, and (ii) the actual amount of Tenant’s Share of Operating Expenses for the applicable Expense Year. If the amount Tenant paid as Rent for the applicable Expense Year exceeds the actual amount of Tenant’s Share of Operating Expenses for the applicable Expense Year, then Landlord shall credit such difference on Tenant’s next payment(s) of Rent. If the amount Tenant paid as Rent for the applicable Expense Year was less than the actual amount of Tenant’s Share of Operating Expenses for the applicable Expense Year, then Tenant shall pay such difference as Additional Rent to Landlord on Tenant’s next payment of Rent. Landlord’s failure to furnish such statement for any Expense Year in a timely manner shall not prejudice Landlord from enforcing its rights hereunder. Even if the Lease term has expired and Tenant has vacated the Premises, if an excess or shortfall exists when the final determination is made, Tenant shall immediately pay or receive a credit of such excess or shortfall.

          3.2.2 Items Included in Operating Expenses. Except as otherwise set forth herein, the term “Operating Expenses” includes all expenses, costs, and amounts of every kind that Landlord pays or incurs during any Expense Year because of or in connection with the ownership, operation, management, maintenance, or repair of the Corporate Campus (including the buildings thereon), including:

     3.2.2.1 Tax expenses (except for excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes applied or measured by Landlord’s general or net income;

     3.2.2.2 The cost of supplying utilities;

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     3.2.2.3 The cost of operating, managing, maintaining, and repairing utility, mechanical, sanitary, storm drainage, and elevators;

     3.2.2.4 The cost of supplies and tools and of equipment, maintenance, and service contracts in connection with those systems;

     3.2.2.5 The cost of providing telephone-related telecommunications services and equipment;

     3.2.2.6 The cost of providing mail delivery services;

     3.2.2.7 The cost of landscaping;

     3.2.2.8 The cost of licenses, certificates, permits and inspections;

     3.2.2.9 The cost of contesting the validity or applicability of government enactments that may affect the Operating Expenses;

     3.2.2.10 The costs incurred in connection with the implementation and operation of a transportation program, if any;

     3.2.2.11 The cost of insurance carried by Landlord in amounts reasonably determined by Landlord;

     3.2.2.12 The cost of parking area maintenance, repair, and restoration, including resurfacing, repainting, restriping, and cleaning;

     3.2.2.13 The cost of providing security in and around the Corporate Campus (including security for the buildings on the Corporate Campus), including but not limited to the installation, operation, and maintenance of security equipment and the wages, salaries, and other compensation and benefits of all persons engaged in providing security in and around the Corporate Campus;

     3.2.2.14 The cost of building depreciation and common area furniture, fixtures, and equipment amortized over the useful life of such items including, but not limited to, such items located in the lobbies of the buildings and the corporate gym and cafeteria located on the ground floor of the buildings; and

     3.2.2.15 Subject to the provisions of Section 3.2.3, below, the cost of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied or otherwise (“Capital Items”) amortized over the useful life of such items, including financing costs, if any, incurred by Landlord after the effective date of the Lease for any capital improvements installed or paid for by Landlord.

     3.2.2.16 Any other costs of the Landlord included in the calculation of Operating Expenses for that calendar year and not otherwise specifically identified herein.

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          3.2.3 Items Excluded from Operating Expenses. Landlord and Tenant hereby expressly acknowledge and agree that the following items shall be excluded from the calculation of Operating Expense items:

     3.2.3.1 Repairs or other work occasioned by the exercise of right of eminent domain;

     3.2.3.2 Leasing commissions, attorneys’ fees, costs and disbursements and other expenses, all of which are incurred in the connection with negotiations or disputes with Tenants, other occupants or prospective tenants;

     3.2.3.3 Renovating or otherwise improving or decorating, painting or redecorating leased space for tenants or other occupants or vacant tenant space, other than ordinary maintenance provided to all tenants, except in all common areas;

     3.2.3.4 Landlord’s costs of electricity and other services sold separately to tenants for which Landlord is entitled to be reimbursed by such tenants as an additional charge over and above the base rent and operating expense or other rental adjustments payable under the Lease with such tenant, and domestic water submetered and separately billed to tenants;

     3.2.3.5 Expenses in connection with services or other benefits of a type which Tenant is not entitled to receive under the Lease but which are provided to another tenant or occupant;

     3.2.3.6 Cost incurred due to violation by Landlord or any tenant of the terms and conditions of any Lease;

     3.2.3.7 Interest on debt or amortization payments on any mortgage or mortgages and under any ground or underlying leases or lease with respect to the Premises;

     3.2.3.8 Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;

     3.2.3.9 Any particular items and services for which Tenant otherwise reimburses Landlord by direct payment over and above Base Rent and Operating Expense adjustment, including but not limited to any services covered in any corporate and transitional services agreement such as data management services, interexchange services (i.e., private line, paging, cellular), corporate voicemail, and electronic messaging services (i.e., Exchange 2000, Active directory, and SMTP routing and support);

     3.2.3.10 Advertising and promotional expenditures;

     3.2.3.11 Any expenses for which Landlord is compensated through proceeds of insurance;

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     3.2.3.12 Any and all costs arising from the release of hazardous materials or substances (as defined by applicable laws in effect on the date the Lease is executed) in or about the Premises, the Corporate Campus (including the buildings thereon), or the Land in violation of applicable law including, without limitation, hazardous substances in the ground water or soil, not placed by Tenant in the Premises, the buildings on the Corporate Campus, or the land on which the Corporate Campus is situated;

     3.2.3.13 Costs incurred in connection with upgrading the Corporate Campus (including the buildings) to comply with violations of disability, life, fire and safety codes, ordinances, statutes, or other laws in effect prior to the effective date of the Lease, including, without limitation, the Americans with Disabilities Act (42 U.S.C. 12101 et seq.) (“ADA”) and any penalties or damages incurred due to such non-compliance; provided, however, Tenant shall pay Tenant’s share of the amortized costs incurred by Landlord to comply with ADA violations cited during the term of this Lease; and provided further however, Tenant shall bear one hundred percent (100%) of the costs associated with ADA violations cited with respect to alterations made by Tenant;

     3.2.3.14 Any and all costs associated with the maintenance and operation of the data center located on the Corporate Campus provided, however, that Tenant shall pay Tenant’s Share of landscaping and parking costs associated with such data center; and

     3.2.3.15 Any and all costs associated with the telephone switch space leased by Landlord to Alltel Corporation, provided, however, that Tenant shall pay Tenant’s Share of landscaping and parking costs associated with such space.

          3.2.4 Cost Allocation Agreement. Without limiting the foregoing or any other provision of this Lease, the Parties agree that they may from time to time enter into cost allocation agreements or other contractual arrangements with respect to the allocation of the operating costs of the buildings on the Corporate Campus as between Landlord, Tenant, and/or other parties.

     3.3 Audit. Tenant shall have the right at all reasonable times within sixty (60) days after Landlord has provided Tenant with a statement of the actual Operating Expenses, and at its sole expense, to audit Landlord’s books and records relating to this Lease for that Expense Year. Should such an audit disclose a discrepancy between actual Operating Expense and what Tenant paid for Tenant’s Share of such Operating Expenses and such discrepancy is equal to or greater than two percent (2%), Landlord shall not only refund the discrepancy amount to Tenant but also pay for the actual cost of such audit upon being billed therefor by Tenant.

4. Use of Premises. Tenant shall have the right to use and occupy the Premises for the purpose of general office. Landlord covenants and agrees that throughout the term of this Lease, Tenant shall be entitled to a reasonable number of parking spaces for its employees, customers and visitors.

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5. Quiet Enjoyment. Landlord warrants to Tenant that Landlord is the owner of the Premises and the buildings that the Premises are located in on the Corporate Campus, and that Landlord may rightfully enter into this Lease. Landlord shall protect, defend and indemnify Tenant against any interference with Tenant’s use and quiet enjoyment of the Premises.

6. Taxes. Landlord shall be responsible for the payment of all taxes assessed on the Premises during the Term, subject to Tenant’s obligation to reimburse Landlord for Tenant’s Share thereof, and Tenant shall be responsible for the payment of taxes assessed upon any of Tenant’s personal property located on the Premises. Notwithstanding any contrary provision herein, Tenant shall pay prior to delinquency any rent tax, sales tax or service tax generated as result of this Lease.

7. Insurance. Tenant shall pay its pro rata share of all premiums for fire insurance, extended coverage insurance, liability insurance, “other perils” insurance, and other insurance carried by Landlord on or with respect to the Premises. Tenant’s pro rata share of the insurance premiums, regardless of the manner in which they are to be paid, shall be deemed to be additional rental due under this Lease. If the premiums should increase or decrease at any time, Tenant’s pro rata share and Tenant’s payments shall be appropriately adjusted.

     7.1 Liability Insurance. Tenant and Landlord shall each separately maintain at all times during the Initial Term and any Renewal Term and keep in force for their mutual benefit, commercial general liability insurance against claims for personal injury, death or property damage occurring in, on or about the Premises or sidewalks or areas adjacent to the Premises to afford protection to the limit of not less than $5,000,000 combined single limit. Such insurance may be covered under a blanket policy covering the Premises and other locations of Tenant or an affiliate corporation or entity. Certificates of all policies of insurance shall be delivered to the party requesting the certificates or parties designated by the party requesting the certificates upon written request.

     7.2 Waiver of Subrogation. Both Tenant and Landlord agree to seek a waiver of subrogation clause from their respective insurers which establishes a waiver of the insurer’s subrogation against Landlord or Tenant as the case may be for any property loss (real/personal property or improvements/betterments) caused by the other. Any policy or policies of insurance procured by Landlord or Tenant, covering direct or indirect property loss, shall include a waiver of subrogation clause in favor of the other party as the case may be.

8. Utilities. Landlord and Tenant agree that the Corporate Campus (including the buildings located thereon) is already connected for sewer, water, gas, and electricity. Subject to Tenant’s obligations to pay Tenant’s Share of the cost Landlord incurs in supplying utilities to the common areas, Tenant shall pay all utility expenses incurred by Tenant in connection with Tenant’s use of the Premises (collectively, “Tenant’s Utility Expenses”). In the event utility service is interrupted to the Premises due to the need for maintenance and repair to the utility lines, Landlord shall immediately commence restoration and repairs of the lines and conduits in order that said utility service shall be resumed at the earliest possible time. If Landlord shall fail to make such repairs after written notice from Tenant, Tenant may do so at Landlord’s expense. Additionally, should there be an interruption in the utilities for more than 24 hours due to the Landlord’s gross negligence, rent shall be abated until the utilities are restored.

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9. Maintenance and Repairs. Structural portions of the Premises, including the roof, foundation, exterior walls and load bearing interior walls, shall be maintained and repaired by Landlord except to the extent repairs are made necessary by the acts of Tenant. Except for the repairs and maintenance Landlord is specifically obligated to make under this Section, Tenant shall maintain and keep the entire Premises including all partitions, doors, ceiling, fixtures, equipment and appurtenances thereof in good order, condition and repair, reasonable wear and tear excepted at the sole expense of Tenant. To the extent an HVAC system serves the Premises exclusively, Tenant shall be responsible for maintaining an HVAC service contract for routine filter changing and general upkeep. Landlord may disapprove the contractor, provided however, its approval may not be unreasonably withheld, conditioned or delayed.

10. Common Area Maintenance. Landlord shall keep the common area in good repair during the term or extension thereof, reasonable wear and tear excepted.

11. Alterations and Improvements. Tenant shall have the right at any time throughout the term of this Lease and any extensions hereof, to make or cause to be made, any alterations, additions, or improvements, or install or cause to be installed any trade fixture, signs, floor covering, interior or exterior painting or lighting, plumbing fixtures, shades or awnings, as Tenant may deem necessary or suitable with Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. Upon the expiration of the Initial Term of this Lease, Tenant shall have the option to remove such alterations, decorations, additions or improvements made by it, provided any damage to Premises resulting from such removal is repaired. Also, upon the expiration of the Initial Term of this Lease, Tenant if requested by Landlord shall remove any signs and repair any damages to the Premises resulting from such removal. During the term, Tenant shall not make any alterations, additions, improvements, non-cosmetic changes or other material changes to the Premises without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall be permitted to make Minor Alterations (as defined below) without Landlord’s prior written consent. Minor Alterations, as used herein, shall be defined as any alterations, improvements, etc. made to the Premises (excluding the facade thereof) which do not affect the structure of the buildings, their systems or equipment. If Landlord approves any alterations, additions, improvements, etc., Landlord shall notify Tenant, in writing, along with Landlord’s approval notice, of whether Tenant shall, upon termination of this Lease, either: (i) remove any such alterations or additions and repair any damage to the Premises (or the buildings in which the Premises are located) occasioned by their installation or removal and restore the Premises to substantially the same condition as existed prior to the time when any such alterations or additions were made, or (ii) reimburse Landlord for the cost of removing such alterations or additions and the restoration of the Premises.

12. Fire or Casualty. If more than twenty-five percent (25%) of the Premises or the use, occupancy or access to or of the Premises shall be destroyed in whole or in part by fire or other casualty, Tenant may in its reasonable discretion terminate this Lease. If less than twenty-five percent (25%) of the Premises shall be destroyed in whole or in part by fire or casualty, the Rent due during the remainder of the Lease term shall be reduced in proportion to the area destroyed, effective on the date of the casualty. Within thirty (30) days after the date of a fire or other casualty, Landlord must inform Tenant if the Premises and the buildings in which the Premises are located will be rebuilt. If the Premises is to be rebuilt and Tenant elects not to terminate the

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Lease, the Premises (including the office buildings in which the Premises are located, must be rebuilt and ready for occupancy within ninety (90) days of date of fire or other casualty. Landlord and Tenant agree and covenant that neither shall be liable to the other for loss arising out of damage to or destruction of the Premises or contents thereof when such loss is caused by any perils included within, and covered by, standard fire and extended coverage insurance policy of the state of Florida. This Lease shall be binding whether or not such damage or destruction is caused by negligence of either Party or their agents, employees or visitors. Landlord agrees to carry fire and extended coverage to the extent required by its lender, and if there is no lender, in an amount satisfactory to Landlord.

13. Eminent Domain. If more than twenty-five percent (25%) of the Premises (or the use, occupancy or access to or of the Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if the owner elects to convey title to the condemnor by a deed in lieu of condemnation, then Tenant may in its discretion terminate the Lease and be relieved from further liability hereunder. If less than twenty -five percent (25%) of the Premises (or the use, occupancy or access to or of the Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if Tenant elects not to terminate this Lease, the Rent due during the remainder of the Lease term shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority; provided, however, that in the event Tenant cannot reasonably operate its business at the Premises due to such partial taking, Tenant shall be permitted to terminate this Lease by written notice to Landlord.

14. Tenant’s Default.

     14.1 Any other provisions in this Lease notwithstanding, it shall be an event of default (“Event of Default”) under this Lease if: (i) Tenant fails to pay any installment of rent or any other sum payable by Tenant hereunder when due and such failure continues for a period of ten (10) days after written notice from Landlord to Tenant that such payment has not been received, or (ii) Tenant fails to observe or perform any other material covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than thirty (30) days, provided, however, that if such non-monetary Event of Default by Tenant cannot reasonably be cured within such thirty (30) day period, and provided further that Tenant is proceeding with due diligence to effect a cure of said Event of Default, no Event of Default hereunder shall be declared by Landlord if Tenant continues to proceed with diligence to cure said Event of Default, but in no event shall such cure period extend beyond ninety (90) days following notice from Landlord of such violation, default or breach, or (iii) Tenant files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (iv) a custodian, receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant’s property or of the Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such

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entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (v) Tenant shall generally not pay Tenant’s debts as such debts become due, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (v) above.

     14.2 If Tenant shall fail to make any payment of rent when due or if Tenant shall fail to keep and perform any express written covenant of this Lease and shall continue in default for a period of ten (10) days after Tenant has received written notice of such default and demand of performance from Landlord, Landlord may commence judicial proceedings, provided, however, if any default shall occur (other than in the payment of rent) which cannot be cured within a period of thirty (30) days and Tenant, prior to the expiration of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate such default and proceeds diligently to take steps to cure the same, Landlord shall not have the right to declare the term ended by reason thereof for an additional period of sixty (60) days.

     14.3 In the event of any such Event of Default, Landlord at any time thereafter may at its option exercise any remedies available to Landlord at law or in equity, including, without limitation, one or more of the following remedies:

          (i) Termination of Lease. Landlord may terminate this Lease, by written notice to Tenant, without any right by Tenant to reinstate its rights by payment of rent due or other performance of the terms and conditions hereof. Upon such termination Tenant shall immediately surrender possession of the Premises to Landlord, and Landlord shall immediately become entitled to receive from Tenant an amount equal to the difference between the aggregate of all rent reserved under this Lease for the balance of the Initial Term or Renewal Term, as the case may be, and the fair rental value of the Premises for that period, determined as of the date of such termination, and reduced by the amount Landlord may obtain upon reletting, discounted to present value at the rate of ten percent (10%).

          (ii) Reletting. With or without terminating this Lease, as Landlord may elect, Landlord may, by summary proceedings, re-enter and repossess the Premises, or any part thereof, and lease them to any other person upon such terms as Landlord shall deem reasonable, for a term within or beyond the term of this Lease; provided, that any such reletting prior to termination shall be for the account of Tenant, and Tenant shall remain liable for (i) all rent and other sums which would be payable under this Lease by Tenant in the absence of such expiration, termination or repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant after deducting from such proceeds all of Landlord’s actual expenses, attorneys’ fees, employees’ expenses, reasonable alteration costs, expenses of preparation for such reletting and all other actual costs and expenses incurred as a result of Tenant’s breach of this Lease. Landlord shall use commercially reasonable efforts to relet the Premises. If the Premises are at the time of default sublet or leased by Tenant to others, Landlord may, as Tenant’s agent, collect rents due from any subtenant or other tenant and apply such rents to the rent and other amounts due hereunder without in any way affecting Tenant’s obligation to Landlord hereunder.

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          (iii) Injunction. In the event of breach by either party of any provision of this Lease, the other party shall have the right of injunction and the right to invoke any remedy allowed at law or in equity in addition to other remedies provided for herein.

          (iv) No Exclusive Right. No right or remedy herein conferred upon or reserved to Landlord or Tenant is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute.

          (v) Expenses. In the event that either Landlord or Tenant exercises any of the remedies provided herein, the wrongful party shall pay to the other all actual expenses incurred in connection therewith, including reasonable attorneys’ fees.

15. Landlord’s Default. If Landlord shall be in default or shall fail or refuse to perform or comply with any of its obligations under this Lease and shall continue in default for a period of thirty (30) days after Tenant has given Landlord written notice of such default and demand of performance, Tenant may remedy the same and deduct the cost thereof from subsequent installments of rent or terminate the Lease and recover from Landlord any and all damages Tenant may have incurred due to such default or failure. Upon any default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity.

16. Assignment and Sub-letting. Tenant shall not have the right to assign, sublet, transfer, or encumber this Lease or its rights hereunder or any part thereof at any time without the Landlord’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Tenant (a “Tenant Affiliate”) or a Tenant Affiliate, or (ii) any entity with which Tenant or a Tenant Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Landlord agrees not to withhold or delay its written consent if to do so would be commercially unreasonable. In the event of any assignment of this Lease by Tenant, Tenant shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Tenant’s assignee assumes all obligations of Tenant hereunder and attorns to Landlord for such obligations. Landlord may assign this Lease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Tenant any obligations greater than set forth in the Lease; and (ii) Landlord gives notice to Tenant within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this Lease. Any rents received by Landlord hereunder, which in fact belong to the assignee of Landlord, shall be held in trust by Landlord and forwarded immediately to the assignee of Landlord. In the event of any assignment or sublease, Tenant shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Tenant pursuant to this Lease unless otherwise agreed to by Landlord in writing.

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17. Holding Over. In the event Tenant remains in possession of the Premises after the expiration of the Initial Term or a Renewal Term without executing a new Lease, Tenant shall occupy the Premises from month to month at a rental rate of 150% of the applicable rental rate during the last month of the term, subject to all of the covenants of this Lease insofar as consistent with such a tenancy. The provisions of this Section 17 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.

18. Signage. Tenant shall retain, throughout the term of the Lease, the signage rights it presently has on the exterior of the buildings on the Corporate Campus, the monument signage at Riverside Avenue, directory and suite entry signage. Unless otherwise consented to by Landlord, Tenant and FIS, the only other signage that may appear on the exterior of the buildings on the Corporate Campus and on the exterior monument signage during the Term shall be that of Landlord or Tenant, or of FIS. Any proposed change of the monument signage, or the signage on Buildings I or Building V, from that existing on the Commencement Date shall require the mutual agreement of Landlord, Tenant and FIS. Any proposed change of the signage on any other building on the Corporate Campus in which Tenant occupies space from that existing on the Commencement Date shall require the mutual agreement of Landlord and Tenant, it being understood that other than Building I and Building V, if Tenant does not occupy space therein, Tenant shall have no signage rights or right to consent to any change thereto. If the parties are unable to reach agreement on any such proposed change to the monument or building signage, then the matter shall be referred to the Chief Executive Officers of each of Landlord, Tenant and FIS.

19. Hazardous Materials. Landlord and Tenant agree to indemnify and hold harmless the other from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys fees, consultant and expert fees) arising during or after the lease term from or in connection with the presence or suspected presence of hazardous substances in, on or beneath the Premises, unless the hazardous substances are present as the result of negligence, willful misconduct or other acts of the party otherwise so indemnified, its agents, employees, contractors or invitees. Without limitation of the foregoing, this indemnification shall include any and all costs incurred due to any investigation by a federal, state or local agency or political subdivision, unless the hazardous substances are present solely as the result of negligence, willful misconduct or other acts of the party otherwise so indemnified, its agents, employees, contractors or invitees. This indemnification shall specifically include any and all costs due to hazardous substances which flow, diffuse, migrate or percolate into, onto or under the Premises after the Commencement Date. Each of the parties agrees to comply with all laws, codes, rules, and regulations of the United States and the State of Florida. Tenant agrees that it will not store, keep, use, sell, dispose of or offer for sale in, upon or from the Premises any article or substance which may be prohibited by any insurance policy in force from time to time covering the buildings in which the Premises are located, nor shall Tenant keep, store, produce or dispose of on, in or from the Premises or the buildings in which the Premises are located any substance which may be deemed a hazardous substance or infectious waste under any state, local or federal rule, statute, law, regulation or ordinance as may be promulgated or amended from time to time. As used herein, “hazardous substance” means any substance which is toxic, ignitable, reactive, or corrosive and which is regulated by any local government, the state in which the Premises is located, or the United States government or poses a threat to human health or the environment, and includes any

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and all material and substances which are defined as “hazardous waste”, “toxic substances” or a “hazardous substance” pursuant to state, federal or local governmental law, including, but not restricted to, asbestos, polychlorobiphenyls and petroleum.

20. Americans with Disabilities Act. Each of Landlord and Tenant represents and warrants that any alterations, modifications, upfit or construction performed by it shall be performed in compliance with the ADA.

21. Subordination. Subject to the covenant given by Landlord in this paragraph to obtain nondisturbance and attornment agreements with any mortgage or beneficiary of a deed of trust encumbering the property, Tenant agrees that this Lease is and shall remain subject and subordinate to any mortgage given by Landlord on the property or the buildings in which the Premises are located, and Landlord’s interest in this Lease may be assigned as security for any present and future mortgages or deeds of trust attaching the property and all renewals, modifications, replacements and extensions thereof. However, Landlord shall enter only into financing and mortgage agreements which allow Tenant to retain its leasehold interest in the Premises provided Tenant is not in default under this Lease and which obligates Tenant to abide by all the terms, covenants and conditions of this Lease in the event the mortgagee takes title to the Premises through foreclosure or accepts a deed in lieu of foreclosure. At any time and from time to time upon not less than fifteen (15) days’ prior notice by Landlord to Tenant, Tenant shall, without charge, execute, acknowledge and deliver to Landlord a statement prepared by Landlord, in a form for Tenant to fill in and sign, certifying whether (i) this lease is unmodified and in full force and effect (or if there have been modifications, whether the same is in full force and effect as modified and stating the modifications), (ii) the Term has commenced and Base Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid, (iii) whether or not, to the knowledge of the signer of such certificate, Landlord is in default in performance of any of the terms of this Lease and, if so, specifying each such default of which the signer may have knowledge, (iv) Tenant has accepted possession of the Premises, (v) Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) Tenant then claims any offsets or defenses against enforcement of any of the terms of this Lease upon the part of Tenant to be performed, and, if so, specifying the same, and (vii) such further information with respect to the Lease or the Premises as Landlord may reasonably request. Any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Premises or any part thereof or of the interest of Landlord in any part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or prospective lessor thereof, by any lessee or prospective lessee thereof, or by any prospective assignee of any mortgage thereof.

22. Attorney’s Fees. In connection with any litigation arising out of this Lease, the prevailing party, Tenant or Landlord, shall be entitled to recover all costs incurred, including reasonable attorney’s fees.

23. Limitation on Liability. Neither party is liable to the other for under this lease for any special, incidental, punitive or consequential damages of any kind or nature, including, without limitation, any lost profits or loss of business. Notwithstanding anything to the contrary, Landlord is not liable for flood water damage unless Landlord is grossly negligent or willful misconduct. Landlord shall not be liable to Tenant or to Tenant’s employees, agents or invitees,

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or to any other person or entity, whomsoever, for any injury to person or damage to or loss of property on or about the Premises or the common area caused by the negligence, acts or omissions, or misconduct of Tenant, its employees, or of any other person entering the buildings in which the Premises are located under the express or implied invitation of Tenant, or arising out of the use of the Leased Premises by Tenant and the conduct of its business therein, or arising out of any breach or default by Tenant in the performance of its obligations under this Lease or resulting from any other cause whatsoever, except Landlord’s gross negligence; and Tenant hereby agrees to indemnify Landlord and hold it harmless from any loss, cost, expense or claims arising out of any such damage or injury.

24. Services Provided by Landlord.

     24.1 Security. Tenant shall adhere to Landlord’s security procedures as they pertain to the Premises. This may include, but not be limited to, proper display of security badges, maintaining accurate employee access rosters, and assisting Landlord in the investigation of security related matters. Landlord agrees to provide Tenant with the same security services that Landlord provides throughout the Corporate Campus, subject to Tenant’s compliance with Landlord’s security procedures and subject to Tenant’s obligation to pay Tenant’s share of the cost thereof.

     24.2 Mail Services. Landlord covenants and agrees that throughout the term of this Lease Landlord shall provide Tenant with mail delivery services within the Corporate Campus.

     24.3 Telecommunications Services. Landlord covenants and agrees to provide to Tenant the following telecommunication services and equipment at the Corporate Campus, including Building V:

(i) Supply of all Handsets,

(ii) Voicemail,

(iii) Maintenance of Computer Servers that Route Tenant’s Telephone Calls (“Public Branch Exchange” or “PBX” Units),

(iv) Call accounting program and maintenance, and

(v) Supply all cabling infrastructure.

The following services are specifically excluded:

(x) Move/add/change requests, and

(y) Project work related to new PBX’s.

Tenant hereby agrees to pay to Landlord Tenant’s respective share of the telecommunications services listed above incurred by Landlord at the entire Corporate Campus, including for these purposes, Building V and parking garage. The costs to be allocated to Tenant will be proportionate to Tenant’s utilization of the telecommunications systems, including long distance telephone charges, and shall be allocated on an employee headcount basis, taking into account

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the aggregate number of Tenant employees as compared to the aggregate number of persons (including without limitation Landlord employees and employees of FIS) with telecommunication services at the Corporate Campus. Within 30 days after the end of each calendar month, LPS shall prepare and deliver to FNF a monthly summary statement (each a “Monthly Telecommunications Cost Summary Statement”) setting forth all of the costs owing by FNF to LPS hereunder. For sake of clarification, the Parties acknowledge that unless and until the Parties agree otherwise, all Monthly Telecommunications Summary Statements required hereunder shall be incorporated into and be a part of the respective Monthly Summary Statement referred to in the Master Accounting and Billing Agreement dated as of June ___, 2008 (the “Billing Agreement”) between FNF and LPS.

Landlord’s obligation to provide telecommunication services hereunder may be terminated at any time with the consent of both Parties. In the event that the obligation to provide telecommunication services is terminated at the request of either party, Tenant shall compensate Landlord for the costs, if any, actually incurred by Landlord for any unamortized telecommunications equipment provided hereunder that was purchased or otherwise acquired for use by Tenant and for which Landlord has no other use after the termination of the telecommunication services hereunder (it being understood that Landlord shall use its reasonable best efforts to mitigate any such costs).

25. Memorandum of Lease. Tenant shall not record this Lease or a Memorandum of Lease.

26. Confidentiality. Each Party shall keep confidential any and all information concerning the other Party which it may obtain pursuant to this Lease, and agrees not to disclose such information to any person unless authorized to do so by the Party in question. The provisions of this Section 26 shall not, however, apply to information made generally available to the public by any Party or by third parties through lawful channels, or information which is obtained from a third person who (insofar as is known to the recipient of such information) is lawfully in possession of such information and not in violation of any contractual, legal or fiduciary obligation to a Party with respect to such information.

27. Limitation of Liability. EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BY REASON OF A BREACH OF WARRANTY, ANY PARTY’S LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY’S DIRECT OUT-OF-—POCKET DAMAGES, ACTUALLY INCURRED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

28. Dispute Resolution

     28.1 Amicable Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all

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disagreements and misunderstandings connected with their respective rights and obligations under this Lease, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Lease, then the Dispute, upon written request of either Party, will be referred for resolution to the General Counsels of the Parties, which General Counsels will have ten (10) days to resolve such Dispute.

     28.2 Mediation. In the event any Dispute cannot be resolved in a friendly manner as set forth in Section 28.1, the Parties intend that such Dispute be resolved by mediation. If the General Counsels of the Parties are unable to resolve the Dispute as contemplated by Section 28.1, either Party may demand mediation of the Dispute by written notice to the other, in which case the two Parties will select a single mediator within ten (10) days after the demand. Neither Party may unreasonably withhold consent to the selection of the mediator. Each Party will bear its own costs of mediation but both Parties will share the costs of the mediator equally.

     28.3 Arbitration. In the event that the Dispute is not resolved pursuant to Section 28.1 or through mediation pursuant to Section 28.2, the latter within thirty (30) days of the submission of the Dispute to mediation, either Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 28.3. All Disputes submitted to arbitration pursuant to this Section 28.3 shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the Arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by the Parties. If the Parties fail to agree on an arbitrator thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any Party to the dispute or difference, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by any Party to the Dispute in any court having jurisdiction over the subject matter or over any of the Parties. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

     28.4 Non-Exclusive Remedy. Each of the Parties acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Lease by either Party. Accordingly, nothing in this Section 28 will prevent either Party from immediately seeking injunctive or interim relief in the event of any actual or threatened breach of any confidentiality provisions of this Lease. All actions for such injunctive or interim relief shall be brought in a court of competent jurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach of this Lease.

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     28.5 Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Lease, the Parties, but none of their respective Subsidiaries, are entitled to commence a dispute resolution procedure under this Lease, whether pursuant to this Section 28 or otherwise, and each Party will cause its respective subsidiaries not to commence any dispute resolution procedure other than through such Party as provided in this Section 28.

29. Notices. All notices, demands or requests which may be given by either party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person, or sent via telefax or electronic transmission (provided that in any such case, such telefax or electronic transmission is immediately thereafter confirmed by telephone), or on the next business day if sent by overnight courier, and in each case addressed as set forth below:

LANDLORD:	Lender Processing Services, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: General Counsel Phone: 904-854-8547
TENANT:	Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: General Counsel Phone: 904-854-8100

The address to which such notices, demands, requests, elections or other communications are to be given by either party may be changed by written notice given by such party to the other party pursuant to this Section.

30. Miscellaneous.

     30.1 Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of Landlord, Tenant and their respective successors and assigns.

     30.2 Governing Law. This Lease shall be construed under the laws of the State of Florida, without application of the conflict of law provisions thereof.

     30.3 Merger Clause. This Lease contains the entire agreement between Landlord and Tenant regarding the Premises which are the subject of this Lease and may only be altered by a written agreement executed by both Landlord and Tenant. Without limiting the foregoing, the parties expressly acknowledge that this Lease, together with the Exhibits and Schedules hereto, is intended to amend and restate the Prior Lease and the Prior Telecommunications Agreement in its entirety, and upon the effectiveness of this Agreement, the Prior Lease and the Prior Telecommunications Agreement shall be deemed to have been superseded and replaced in its entirety by this Agreement.

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     30.4 Severability. If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby.

     30.5 Force Majeure. In the event the performance by either party of any of its obligations hereunder, except with the respect of payment of money, is delayed by reason of an act of God, strike, governmental restrictions, war, terrorist threats or acts, or any other cause, similar or dissimilar, beyond the reasonable control of the party from whom such performance is due, the period for the commencement of completion thereof shall be extended for a period equal to the period during which performance is so delayed.

     30.6 Counterparts. The Lease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute but one and the same instrument.

     30.7 No Partnership Created. The Landlord and Tenant are not and shall not be considered joint venturers, not partners, and neither shall have power to bind or obligate the other except as set forth herein.

     30.8 Headings. The titles to the paragraphs of this Lease are inserted only as a matter of convenience and for reference and in no way confine, limit or describe the scope or intent of any section of this Lease, nor in any way affect this Lease.

     30.9 Modification. No modifications, alterations, or amendments of this Lease or any agreements in connection therewith shall be binding or valid unless in writing and duly executed by both Landlord and Tenant.

     30.10 Effectiveness. Notwithstanding the date hereof, this Lease shall become effective as of the date and time that the Distribution becomes effective pursuant to the terms of the Contribution and Distribution Agreement dated as of June ___, 2008 between FIS and LPS.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year above first written.

LANDLORD: LENDER PROCESSING SERVICES, INC., a Delaware corporation
By
	Name:
	Title:

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TENANT: FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
By
	Name:
	Title:

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EX-99.8

Exhibit 99.8

SUBLEASE AGREEMENT

     THIS SUBLEASE AGREEMENT (this “Sublease”), dated as of June ___, 2008, is by and between Fidelity National Financial, Inc., a Delaware corporation (together with its subsidiaries, affiliates, successors and assigns, collectively “FNF” or “Sublessor”), and Lender Processing Services, Inc., a Delaware corporation (“LPS” or “Sublessee”). FNF and LPS are herein referred to individual as a “Party” and, collectively, the “Parties”.

     WHEREAS, Sublessor is the successor party to a synthetic lease financing arrangement for the office building known as “Building V” located at 601 Riverside Avenue, Jacksonville, Florida, as set forth on various documents dated on our about June 29, 2004, including the Master Lease Agreement, dated as of June 29, 2004, and the Master Agreement dated as of June 29, 2004, as amended by the First Omnibus Amendment dated as of November 5, 2004, the First Amendment to Master Agreement dated as of September 24, 2004, the Second Omnibus Amendment dated as of February 15, 2005, the Third Omnibus Amendment dated as of December 2, 2005, the Waiver Amendment to Operative Documents dated as of April 2005, and the Fourth Omnibus Amendment dated as of March 16, 2006 (as amended, the “Master Lease Agreement”), all among FNF, as lessee, SunTrust Equity Funding, LLC, as lessor, certain financial institutions parties thereto, as lenders, and SunTrust Bank, as agent; and

     WHEREAS, in connection with the consummation of the transactions contemplated by that certain Contribution and Distribution Agreement dated as of June ___, 2008 (as heretofore or hereafter amended, the “Distribution Agreement”) between Fidelity National Information Services, Inc. (“FIS”) and LPS, the Parties have agreed to enter into this Sublease, effective as of the consummation of the Distribution (as defined in the Distribution Agreement);

     NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee agree as follows:

1. Premises.

     1.1 Initial Premises. Sublessor hereby subleases to Sublessee office space (collectively, the “Premises”) located on various floors in the building generally designated as “Building V”, as well as the parking garage and the real property that is subject to that certain synthetic lease financing arrangement, as set forth on various documents dated on our about June 29, 2004, including the Master Lease Agreement, dated as of June 29, 2004, and the Master Agreement dated as of June 29, 2004, as amended by the First Omnibus Amendment dated as of November 5, 2004, the First Amendment to Master Agreement dated as of September 24, 2004, the Second Omnibus Amendment dated as of February 15, 2005, the Third Omnibus Amendment dated as of December 2, 2005, the Waiver Amendment to Operative Documents dated as of April 2005, and the Fourth Omnibus Amendment dated as of March 16, 2006, all among FNF, as lessee, SunTrust Equity Funding, LLC, as lessor, certain financial institutions parties thereto, as lenders, and SunTrust Bank, as agent (collectively, the “Synthetic Lease”), from time to time that are part of the corporate campus located at 601 Riverside Avenue,

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Jacksonville, Florida but specifically excluding Buildings I, II, III, and IV and the real property not subject to the Synthetic Lease (collectively, the “Corporate Campus”). The parties further acknowledge and agree that, initially hereunder, the Premises constitute [          ] rentable square feet representing approximately [     %] (“Sublessee’s Share”) (including a load fact of [     %] for common/shared space) of the [          ] rentable square feet of space in Building V, it being understood that the parties anticipate that Sublessee’s Share shall fluctuate and change as and when the rentable square feet of space allocated and leased to Sublessee hereunder changes.

     1.2 Reallocations of Space. Notwithstanding any other provision herein or in any other agreement or instrument to the contrary, the parties understand and acknowledge that Sublessor and Sublessee anticipate that there will be reallocations of office space among Sublessor, Sublessee and FIS, including one or more reallocations during calendar year 2008. The parties hereby agree that Sublessee’s Share may, by mutual agreement, increase or decrease from time to time during the term of this Sublease, in which case the parties shall memorialize the changes in (i) rentable square footage of the Premises, (ii) Sublessee’s Share and (iii) monthly Base Rent. In such event, Sublessee’s Base Rent and Additional Rent shall be re-calculated based on the rentable square foot subleased and allocated to Sublessee, determined as a percentage of the total rentable square foot of office space available at the Corporate Campus.

2. Term. The initial term of this Sublease (“Initial Term”) shall be for three (3) years commencing June 30, 2008 (the “Commencement Date”) and terminate on June 30, 2011.

3. Rent.

     3.1 Base Rent. Sublessee shall pay to Sublessor base rent (“Base Rent”), at an annual rate of [$          ] per rentable square foot, in equal monthly installments of [$          ] without prior notice or demand, in advance, on the first day of each calendar month at such place as Sublessor may direct, in writing. If the Term commences on a day other than the first day of a calendar month, Sublessee shall pay to Sublessor, on or before the Commencement Date, a pro rata portion of the monthly installment of Base Rent, such pro rata portion to be based on the actual number of calendar days remaining in such partial month after the Commencement Date. If the Term shall expire on other than the last day of a calendar month, such monthly installment of Base Rent shall be prorated for each calendar day of such partial month. If any portion of Base Rent or other sum payable to Sublessor hereunder shall be due and unpaid for more than fifteen (15) days after written notice from Sublessor to Sublessee that such payment has not been received, it shall thereafter bear interest at a rate equal to [     ] percent ([     ]%) per annum (the “Default Rate”).

     3.2 Additional Rent. In addition to paying Base Rent, for each calendar year commencing with calendar year 2008, Sublessee shall pay as additional rent (“Additional Rent” and, together with Base Rent, collectively, the “Rent”) Sublessee’s Share of Sublessor’s reasonable estimate of operating expenses for the entire Corporate Campus (“Operating Expenses”) that are in excess of the Operating Expenses applicable to the 2006 base year (the “Base Year”), which for the purposes of this Sublease, the Sublessee’s Share of Operating Expenses in the Base Year are [$          ] per rentable square foot per year. Sublessor reasonably estimates Sublessee’s Additional Rent for the calendar year 2008 is [$          ] per

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rentable square foot per year or [$              ] per month, which when combined with the Base Rent shall result in a monthly Rent payment of [$              ], which is equal to [$              ] per rentable square foot per year for 2008. Sublessee shall pay Additional Rent at the same times and in the same manner as Base Rent. Sublessor shall adjust Additional Rent on an annual basis in 2008 and 2009 based on the same above principles. Sublessee shall be liable to Sublessor for the entire cost (as opposed to Sublessee’s Share) of Sublessor’s costs of providing any services or materials exclusively to Sublessee.

          3.2.1 Calculation and Payment. Sublessor shall deliver to Sublessee on or before the first day of March following the end of each year following the Base Year (an “Expense Year”) a statement setting forth (i) the amount Sublessee paid as Rent for the applicable Expense Year, and (ii) the actual amount of Sublessee’s Share of Operating Expenses for the applicable Expense Year. If the amount Sublessee paid as Rent for the applicable Expense Year exceeds the actual amount of Sublessee’s Share of Operating Expenses for the applicable Expense Year, then Sublessor shall credit such difference on Sublessee’s next payment(s) of Rent. If the amount Sublessee paid as Rent for the applicable Expense Year was less than the actual amount of Sublessee’s Share of Operating Expenses for the applicable Expense Year, then Sublessee shall pay such difference as Additional Rent to Sublessor on Sublessee’s next payment of Rent. Sublessor’s failure to furnish such statement for any Expense Year in a timely manner shall not prejudice Sublessor from enforcing its rights hereunder. Even if the Sublease term has expired and Sublessee has vacated the Premises, if an excess or shortfall exists when the final determination is made, Sublessee shall immediately pay or receive a credit of such excess or shortfall.

          3.2.2 Items Included in Operating Expenses. Except as otherwise set forth herein, the term “Operating Expenses” includes all expenses, costs, and amounts of every kind that Sublessor pays or incurs during any Expense Year because of or in connection with the ownership, operation, management, maintenance, or repair of the Corporate Campus (including the buildings thereon), including:

     3.2.2.1 Tax expenses (except for excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes applied or measured by Sublessor’s general or net income;

     3.2.2.2 The cost of supplying utilities;

     3.2.2.3 The cost of operating, managing, maintaining, and repairing utility, mechanical, sanitary, storm drainage, and elevators;

     3.2.2.4 The cost of supplies and tools and of equipment, maintenance, and service contracts in connection with those systems;

     3.2.2.5 The cost of providing telephone-related telecommunications services and equipment;

     3.2.2.6 The cost of providing mail delivery services;

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     3.2.2.7 The cost of landscaping;

     3.2.2.8 The cost of licenses, certificates, permits and inspections;

     3.2.2.9 The cost of contesting the validity or applicability of government enactments that may affect the Operating Expenses;

     3.2.2.10 The costs incurred in connection with the implementation and operation of a transportation program, if any;

     3.2.2.11 The cost of insurance carried by Sublessor in amounts reasonably determined by Sublessor;

     3.2.2.12 The cost of parking area maintenance, repair, and restoration, including resurfacing, repainting, restriping, and cleaning;

     3.2.2.13 The cost of providing security in and around the Corporate Campus (including security for the buildings on the Corporate Campus), including but not limited to the installation, operation, and maintenance of security equipment and the wages, salaries, and other compensation and benefits of all persons engaged in providing security in and around the Corporate Campus;

     3.2.2.14 The cost of building depreciation and common area furniture, fixtures, and equipment amortized over the useful life of such items including, but not limited to, such items located in the lobbies of the buildings and the corporate gym and cafeteria located on the ground floor of the buildings; and

     3.2.2.15 Subject to the provisions of Section 3.2.3, below, the cost of items considered capital repairs, replacements, improvements and equipment under generally accepted accounting principles consistently applied or otherwise (“Capital Items”) amortized over the useful life of such items, including financing costs, if any, incurred by Sublessor after the effective date of the Sublease for any capital improvements installed or paid for by Sublessor.

     3.2.2.16 Any other costs of the Sublessor included in the calculation of Operating Expenses for that calendar year and not otherwise specifically identified herein.

          3.2.3 Items Excluded from Operating Expenses. Sublessor and Sublessee hereby expressly acknowledge and agree that the following items shall be excluded from the calculation of Operating Expense items:

     3.2.3.1 Repairs or other work occasioned by the exercise of right of eminent domain;

     3.2.3.2 Leasing commissions, attorneys’ fees, costs and disbursements and other expenses, all of which are incurred in the connection

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with negotiations or disputes with sublessees, other occupants or prospective tenants;

     3.2.3.3 Renovating or otherwise improving or decorating, painting or redecorating leased space for tenants or other occupants or vacant tenant space, other than ordinary maintenance provided to all tenants, except in all common areas;

     3.2.3.4 Sublessor’s costs of electricity and other services sold separately to tenants for which Sublessor is entitled to be reimbursed by such tenants as an additional charge over and above the base rent and operating expense or other rental adjustments payable under the Sublease with such tenant, and domestic water submetered and separately billed to tenants;

     3.2.3.5 Expenses in connection with services or other benefits of a type which Sublessee is not entitled to receive under the Sublease but which are provided to another tenant or occupant;

     3.2.3.6 Cost incurred due to violation by Sublessor or any tenant of the terms and conditions of any Sublease;

     3.2.3.7 Interest on debt or amortization payments on any mortgage or mortgages and under any ground or underlying leases or lease with respect to the Premises;

     3.2.3.8 Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Sublessor;

     3.2.3.9 Any particular items and services for which Sublessee otherwise reimburses Sublessor by direct payment over and above Base Rent and Operating Expense adjustment, including but not limited to any services covered in any corporate and transitional services agreement such as data management services, interexchange services (i.e., private line, paging, cellular), corporate voicemail, and electronic messaging services (i.e., Exchange 2000, Active directory, and SMTP routing and support);

     3.2.3.10 Advertising and promotional expenditures;

     3.2.3.11 Any expenses for which Sublessor is compensated through proceeds of insurance;

     3.2.3.12 Any and all costs arising from the release of hazardous materials or substances (as defined by applicable laws in effect on the date the Sublease is executed) in or about the Premises, the Corporate Campus (including the buildings thereon), or the Land in violation of applicable law including, without limitation, hazardous substances in the ground water or soil, not placed by Sublessee in the Premises, the buildings on the Corporate Campus, or the land on which the Corporate Campus is situated;

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     3.2.3.13 Costs incurred in connection with upgrading the Corporate Campus (including the buildings) to comply with violations of disability, life, fire and safety codes, ordinances, statutes, or other laws in effect prior to the effective date of the Sublease, including, without limitation, the Americans with Disabilities Act (42 U.S.C. 12101 et seq.) (“ADA”) and any penalties or damages incurred due to such non-compliance; provided, however, Sublessee shall pay Sublessee’s share of the amortized costs incurred by Sublessor to comply with ADA violations cited during the term of this Sublease; and provided further however, Sublessee shall bear one hundred percent (100%) of the costs associated with ADA violations cited with respect to alterations made by Sublessee;

     3.2.3.14 Any and all costs associated with the maintenance and operation of the data center located on the Corporate Campus provided, however, that Sublessee shall pay Sublessee’s Share of landscaping and parking costs associated with such data center; and

     3.2.3.15 Any and all costs associated with the telephone switch space leased by Sublessor to Alltel Corporation, provided, however, that Sublessee shall pay Sublessee’s Share of landscaping and parking costs associated with such space.

          3.2.4 Cost Allocation Agreement. Without limiting the foregoing or any other provision of this Sublease, the Parties agree that they may from time to time enter into cost allocation agreements or other contractual arrangements with respect to the allocation of the operating costs of the buildings on the Corporate Campus as among Sublessor, Sublessee, FIS and/or other parties.

     3.3 Audit. Sublessee shall have the right at all reasonable times within sixty (60) days after Sublessor has provided Sublessee with a statement of the actual Operating Expenses, and at its sole expense, to audit Sublessor’s books and records relating to this Sublease for that Expense Year. Should such an audit disclose a discrepancy between actual Operating Expense and what Sublessee paid for Sublessee’s Share of such Operating Expenses and such discrepancy is equal to or greater than two percent (2%), Sublessor shall not only refund the discrepancy amount to Sublessee but also pay for the actual cost of such audit upon being billed therefor by Sublessee.

4. Use of Premises. Sublessee shall have the right to use and occupy the Premises for the purpose of general office. Sublessor covenants and agrees that throughout the term of this Sublease, Sublessee shall be entitled to a reasonable number of parking spaces for its employees, customers and visitors.

5. Quiet Enjoyment. Sublessor warrants to Sublessee that Sublessor is the owner of the Premises and the buildings that the Premises are located in on the Corporate Campus, and that Sublessor may rightfully enter into this Sublease. Sublessor shall protect, defend and indemnify Sublessee against any interference with Sublessee’s use and quiet enjoyment of the Premises.

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6. Taxes. Sublessor shall be responsible for the payment of all taxes assessed on the Premises during the Term, subject to Sublessee’s obligation to reimburse Sublessor for Sublessee’s Share thereof, and Sublessee shall be responsible for the payment of taxes assessed upon any of Sublessee’s personal property located on the Premises. Notwithstanding any contrary provision herein, Sublessee shall pay prior to delinquency any rent tax, sales tax or service tax generated as result of this Sublease.

7. Insurance. Sublessee shall pay its pro rata share of all premiums for fire insurance, extended coverage insurance, liability insurance, “other perils” insurance, and other insurance carried by Sublessor on or with respect to the Premises. Sublessee’s pro rata share of the insurance premiums, regardless of the manner in which they are to be paid, shall be deemed to be additional rental due under this Sublease. If the premiums should increase or decrease at any time, Sublessee’s pro rata share and Sublessee’s payments shall be appropriately adjusted.

     7.1 Liability Insurance. Sublessee and Sublessor shall each separately maintain at all times during the Initial Term and any Renewal Term and keep in force for their mutual benefit, commercial general liability insurance against claims for personal injury, death or property damage occurring in, on or about the Premises or sidewalks or areas adjacent to the Premises to afford protection to the limit of not less than $5,000,000 combined single limit. Such insurance may be covered under a blanket policy covering the Premises and other locations of Sublessee or an affiliate corporation or entity. Certificates of all policies of insurance shall be delivered to the party requesting the certificates or parties designated by the party requesting the certificates upon written request.

     7.2 Waiver of Subrogation. Both Sublessee and Sublessor agree to seek a waiver of subrogation clause from their respective insurers which establishes a waiver of the insurer’s subrogation against Sublessor or Sublessee as the case may be for any property loss (real/personal property or improvements/betterments) caused by the other. Any policy or policies of insurance procured by Sublessor or Sublessee, covering direct or indirect property loss, shall include a waiver of subrogation clause in favor of the other party as the case may be.

8. Utilities. Sublessor and Sublessee agree that the Corporate Campus (including the buildings located thereon) is already connected for sewer, water, gas, and electricity. Subject to Sublessee’s obligations to pay Sublessee’s Share of the cost Sublessor incurs in supplying utilities to the common areas, Sublessee shall pay all utility expenses incurred by Sublessee in connection with Sublessee’s use of the Premises (collectively, “Sublessee’s Utility Expenses”). In the event utility service is interrupted to the Premises due to the need for maintenance and repair to the utility lines, Sublessor shall immediately commence restoration and repairs of the lines and conduits in order that said utility service shall be resumed at the earliest possible time. If Sublessor shall fail to make such repairs after written notice from Sublessee, Sublessee may do so at Sublessor’s expense. Additionally, should there be an interruption in the utilities for more than 24 hours due to the Sublessor’s gross negligence, rent shall be abated until the utilities are restored.

9. Maintenance and Repairs. Structural portions of the Premises, including the roof, foundation, exterior walls and load bearing interior walls, shall be maintained and repaired by Sublessor except to the extent repairs are made necessary by the acts of Sublessee. Except for

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the repairs and maintenance Sublessor is specifically obligated to make under this Section, Sublessee shall maintain and keep the entire Premises including all partitions, doors, ceiling, fixtures, equipment and appurtenances thereof in good order, condition and repair, reasonable wear and tear excepted at the sole expense of Sublessee. To the extent an HVAC system serves the Premises exclusively, Sublessee shall be responsible for maintaining an HVAC service contract for routine filter changing and general upkeep. Sublessor may disapprove the contractor, provided however, its approval may not be unreasonably withheld, conditioned or delayed.

10. Common Area Maintenance. Sublessor shall keep the common area in good repair during the term or extension thereof, reasonable wear and tear excepted.

11. Alterations and Improvements. Sublessee shall have the right at any time throughout the term of this Sublease and any extensions hereof, to make or cause to be made, any alterations, additions, or improvements, or install or cause to be installed any trade fixture, signs, floor covering, interior or exterior painting or lighting, plumbing fixtures, shades or awnings, as Sublessee may deem necessary or suitable with Sublessor’s prior written approval, which approval shall not be unreasonably withheld or delayed so long as the requested improvements do not violate the terms and conditions of the Master Lease Agreement. Upon the expiration of the Initial Term of this Sublease, Sublessee shall have the option to remove such alterations, decorations, additions or improvements made by it, provided any damage to Premises resulting from such removal is repaired. Also, upon the expiration of the Initial Term of this Sublease, Sublessee if requested by Sublessor shall remove any signs and repair any damages to the Premises resulting from such removal. During the term, Sublessee shall not make any alterations, additions, improvements, non-cosmetic changes or other material changes to the Premises without the prior written approval of Sublessor, which approval shall not be unreasonably withheld or delayed so long as the request does not violate the terms and conditions of the Master Lease Agreement. Notwithstanding the foregoing, Sublessee shall be permitted to make Minor Alterations (as defined below) without Sublessor’s prior written consent. Minor Alterations, as used herein, shall be defined as any alterations, improvements, etc. made to the Premises (excluding the facade thereof) which do not affect the structure of the buildings, their systems or equipment. If Sublessor approves any alterations, additions, improvements, etc., Sublessor shall notify Sublessee, in writing, along with Sublessor’s approval notice, of whether Sublessee shall, upon termination of this Sublease, either: (i) remove any such alterations or additions and repair any damage to the Premises (or the buildings in which the Premises are located) occasioned by their installation or removal and restore the Premises to substantially the same condition as existed prior to the time when any such alterations or additions were made, or (ii) reimburse Sublessor for the cost of removing such alterations or additions and the restoration of the Premises.

12. Fire or Casualty. If more than twenty-five percent (25%) of the Premises or the use, occupancy or access to or of the Premises shall be destroyed in whole or in part by fire or other casualty, Sublessee may in its reasonable discretion terminate this Sublease. If less than twenty-five percent (25%) of the Premises shall be destroyed in whole or in part by fire or casualty, the Rent due during the remainder of the Sublease term shall be reduced in proportion to the area destroyed, effective on the date of the casualty. Within thirty (30) days after the date of a fire or other casualty, Sublessor must inform Sublessee if the Premises and the buildings in which the

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Premises are located will be rebuilt. If the Premises is to be rebuilt and Sublessee elects not to terminate the Sublease, the Premises (including the office buildings in which the Premises are located, must be rebuilt and ready for occupancy within ninety (90) days of date of fire or other casualty. Sublessor and Sublessee agree and covenant that neither shall be liable to the other for loss arising out of damage to or destruction of the Premises or contents thereof when such loss is caused by any perils included within, and covered by, standard fire and extended coverage insurance policy of the state of Florida. This Sublease shall be binding whether or not such damage or destruction is caused by negligence of either Party or their agents, employees or visitors. Sublessor agrees to carry fire and extended coverage to the extent required by its lender, and if there is no lender, in an amount satisfactory to Sublessor.

13. Eminent Domain. If more than twenty-five percent (25%) of the Premises (or the use, occupancy or access to or of the Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if the owner elects to convey title to the condemnor by a deed in lieu of condemnation, then Sublessee may in its discretion terminate the Sublease and be relieved from further liability hereunder. If less than twenty -five percent (25%) of the Premises (or the use, occupancy or access to or of the Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if Sublessee elects not to terminate this Sublease, the Rent due during the remainder of the Sublease term shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority; provided, however, that in the event Sublessee cannot reasonably operate its business at the Premises due to such partial taking, Sublessee shall be permitted to terminate this Sublease by written notice to Sublessor.

14. Sublessee’s Default.

     14.1 Any other provisions in this Sublease notwithstanding, it shall be an event of default (“Event of Default”) under this Sublease if: (i) Sublessee fails to pay any installment of rent or any other sum payable by Sublessee hereunder when due and such failure continues for a period of ten (10) days after written notice from Sublessor to Sublessee that such payment has not been received, or (ii) Sublessee fails to observe or perform any other material covenant or agreement of Sublessee herein contained and such failure continues after written notice given by or on behalf of Sublessor to Sublessee for more than thirty (30) days, provided, however, that if such non-monetary Event of Default by Sublessee cannot reasonably be cured within such thirty (30) day period, and provided further that Sublessee is proceeding with due diligence to effect a cure of said Event of Default, no Event of Default hereunder shall be declared by Sublessor if Sublessee continues to proceed with diligence to cure said Event of Default, but in no event shall such cure period extend beyond ninety (90) days following notice from Sublessor of such violation, default or breach, or (iii) Sublessee files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Sublessee consents or acquiesces in the filing thereof, or (iv)

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a custodian, receiver, trustee or liquidator of Sublessee or of all or substantially all of Sublessee’s property or of the Premises shall be appointed in any proceedings brought by or against Sublessee and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Sublessee consents to or acquiesces in such appointment, or (v) Sublessee shall generally not pay Sublessee’s debts as such debts become due, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (v) above.

     14.2 If Sublessee shall fail to make any payment of rent when due or if Sublessee shall fail to keep and perform any express written covenant of this Sublease and shall continue in default for a period of ten (10) days after Sublessee has received written notice of such default and demand of performance from Sublessor, Sublessor may commence judicial proceedings, provided, however, if any default shall occur (other than in the payment of rent) which cannot be cured within a period of thirty (30) days and Sublessee, prior to the expiration of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate such default and proceeds diligently to take steps to cure the same, Sublessor shall not have the right to declare the term ended by reason thereof for an additional period of sixty (60) days.

     14.3 In the event of any such Event of Default, Sublessor at any time thereafter may at its option exercise any remedies available to Sublessor at law or in equity, including, without limitation, one or more of the following remedies:

          (i) Termination of Sublease. Sublessor may terminate this Sublease, by written notice to Sublessee, without any right by Sublessee to reinstate its rights by payment of rent due or other performance of the terms and conditions hereof. Upon such termination Sublessee shall immediately surrender possession of the Premises to Sublessor, and Sublessor shall immediately become entitled to receive from Sublessee an amount equal to the difference between the aggregate of all rent reserved under this Sublease for the balance of the Initial Term or Renewal Term, as the case may be, and the fair rental value of the Premises for that period, determined as of the date of such termination, and reduced by the amount Sublessor may obtain upon reletting, discounted to present value at the rate of ten percent (10%).

          (ii) Reletting. With or without terminating this Sublease, as Sublessor may elect, Sublessor may, by summary proceedings, re-enter and repossess the Premises, or any part thereof, and lease them to any other person upon such terms as Sublessor shall deem reasonable, for a term within or beyond the term of this Sublease; provided, that any such reletting prior to termination shall be for the account of Sublessee, and Sublessee shall remain liable for (i) all rent and other sums which would be payable under this Sublease by Sublessee in the absence of such expiration, termination or repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of Sublessee after deducting from such proceeds all of Sublessor’s actual expenses, attorneys’ fees, employees’ expenses, reasonable alteration costs, expenses of preparation for such reletting and all other actual costs and expenses incurred as a result of Sublessee’s breach of this Sublease. Sublessor shall use commercially reasonable efforts to relet the Premises. If the Premises are at the time of default sublet or leased by Sublessee to others, Sublessor may, as Sublessee’s agent, collect rents due from any subtenant or other tenant and

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apply such rents to the rent and other amounts due hereunder without in any way affecting Sublessee’s obligation to Sublessor hereunder.

          (iii) Injunction. In the event of breach by either party of any provision of this Sublease, the other party shall have the right of injunction and the right to invoke any remedy allowed at law or in equity in addition to other remedies provided for herein.

          (iv) No Exclusive Right. No right or remedy herein conferred upon or reserved to Sublessor or Sublessee is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute.

          (v) Expenses. In the event that either Sublessor or Sublessee exercises any of the remedies provided herein, the wrongful party shall pay to the other all actual expenses incurred in connection therewith, including reasonable attorneys’ fees.

15. Sublessor’s Default. If Sublessor shall be in default or shall fail or refuse to perform or comply with any of its obligations under this Sublease and shall continue in default for a period of thirty (30) days after Sublessee has given Sublessor written notice of such default and demand of performance, Sublessee may remedy the same and deduct the cost thereof from subsequent installments of rent or terminate the Sublease and recover from Sublessor any and all damages Sublessee may have incurred due to such default or failure. Upon any default by Sublessor under this Sublease, Sublessee may, except as otherwise specifically provided in this Sublease to the contrary, exercise any of its rights provided at law or in equity.

16. Assignment and Sub-letting. Sublessee shall not have the right to assign, sublet, transfer, or encumber this Sublease or its rights hereunder or any part thereof at any time without the Sublessor’s prior written consent, except for the Permitted Transfers (defined below). A “Permitted Transfer” means an assignment or sublet to (i) any entity controlled by, controlling, or under common control with Sublessee (a “Sublessee Affiliate”) or a Sublessee Affiliate, or (ii) any entity with which Sublessee or a Sublessee Affiliate may merge or consolidate, which acquires all or substantially all of the assets or shares of stock of Sublessee or a Sublessee Affiliate, or (iii) any entity that is the successor in the event of a reorganization. In instances other than Permitted Transfers, Sublessor agrees not to withhold or delay its written consent if to do so would be commercially unreasonable so long as the proposed assignment or sublet does not violate the terms and conditions of the Master Lease Agreement. In the event of any assignment of this Sublease by Sublessee, Sublessee shall not be and is not relieved of any liability under any and all of its covenants and obligations contained in or derived from this Sublease arising out of any act, occurrence or omission occurring after said assignment; provided, however that the Sublessee’s assignee assumes all obligations of Sublessee hereunder and attorns to Sublessor for such obligations. Sublessor may assign this Sublease in connection with the sale or financing of the Demised Premises provided that (i) no such assignment may impose upon Sublessee any obligations greater than set forth in the Sublease; and (ii) Sublessor gives notice to Sublessee within thirty (30) days following the effective date of the assignment which contains the assignee’s name, address, telephone number, and the name of the individual handling the affairs relating to this Sublease. Any rents received by Sublessor hereunder, which in fact belong to the assignee of Sublessor, shall be held in trust by Sublessor and forwarded

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immediately to the assignee of Sublessor. In the event of any assignment or sublease, Sublessee shall remain responsible for the payment of rent and for the performance of all terms, covenants and conditions undertaken by Sublessee pursuant to this Sublease unless otherwise agreed to by Sublessor in writing.

17. Holding Over. In the event Sublessee remains in possession of the Premises after the expiration of the Initial Term or a Renewal Term without executing a new Sublease, Sublessee shall occupy the Premises from month to month at a rental rate of 150% of the applicable rental rate during the last month of the term, subject to all of the covenants of this Sublease insofar as consistent with such a tenancy. The provisions of this Section shall not be deemed to limit or constitute a waiver of any other rights or remedies of Sublessor provided herein or at law.

18. Signage. Sublessee shall retain, throughout the term of the Sublease, the signage rights it presently has on the exterior of Building V, as well as joint signage rights with Sublessor to the monument signage at Riverside Avenue, the directory and suite entry signage. Unless otherwise consented to by Sublessor, Sublessee and FIS, the only other signage that may appear on the exterior of Building V (or any other buildings or properties that may become a part of or otherwise included in this Sublease) and on the exterior monument signage during the Term shall be that of Sublessor or Sublessee, or of FIS. Any proposed change of the monument signage, or the signage on Building V, from that existing on the Commencement Date shall require the mutual agreement of Sublessor, Sublessee and FIS. Any proposed change of the signage on any other building or properties that may become a part of or otherwise included in this Sublease in which Sublessee occupies space from that existing on the Commencement Date shall require the mutual agreement of Sublessor and Sublessee, it being understood that other than Building V, if Sublessee does not occupy space therein, Sublessee shall have no signage rights or right to consent to any change thereto. If the parties are unable to reach agreement on any such proposed change to the monument or building signage, then the matter shall be referred to the Chief Executive Officers of each of Sublessor, Sublessee and FIS.

19. Hazardous Materials. Sublessor and Sublessee agree to indemnify and hold harmless the other from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys fees, consultant and expert fees) arising during or after the sublease term from or in connection with the presence or suspected presence of hazardous substances in, on or beneath the Premises, unless the hazardous substances are present as the result of negligence, willful misconduct or other acts of the party otherwise so indemnified, its agents, employees, contractors or invitees. Without limitation of the foregoing, this indemnification shall include any and all costs incurred due to any investigation by a federal, state or local agency or political subdivision, unless the hazardous substances are present solely as the result of negligence, willful misconduct or other acts of the party otherwise so indemnified, its agents, employees, contractors or invitees. This indemnification shall specifically include any and all costs due to hazardous substances which flow, diffuse, migrate or percolate into, onto or under the Premises after the Commencement Date. Each of the parties agrees to comply with all laws, codes, rules, and regulations of the United States and the State of Florida. Sublessee agrees that it will not store, keep, use, sell, dispose of or offer for sale in, upon or from the Premises any article or substance which may be prohibited by any insurance policy in force from time to time covering the buildings in which the Premises are located, nor shall Sublessee keep, store, produce or dispose of on, in or from the

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Premises or the buildings in which the Premises are located any substance which may be deemed a hazardous substance or infectious waste under any state, local or federal rule, statute, law, regulation or ordinance as may be promulgated or amended from time to time. As used herein, “hazardous substance” means any substance which is toxic, ignitable, reactive, or corrosive and which is regulated by any local government, the state in which the Premises is located, or the United States government or poses a threat to human health or the environment, and includes any and all material and substances which are defined as “hazardous waste”, “toxic substances” or a “hazardous substance” pursuant to state, federal or local governmental law, including, but not restricted to, asbestos, polychlorobiphenyls and petroleum.

20. Americans with Disabilities Act. Each of Sublessor and Sublessee represents and warrants that any alterations, modifications, upfit or construction performed by it shall be performed in compliance with the ADA.

21. Subordination. Subject to the covenant given by Sublessor in this paragraph to obtain nondisturbance and attornment agreements with any mortgage or beneficiary of a deed of trust encumbering the property, Sublessee agrees that this Sublease is and shall remain subject and subordinate to any mortgage given by Sublessor on the property or the buildings in which the Premises are located, and Sublessor’s interest in this Sublease may be assigned as security for any present and future mortgages or deeds of trust attaching the property and all renewals, modifications, replacements and extensions thereof. However, Sublessor shall enter only into financing and mortgage agreements which allow Sublessee to retain its leasehold interest in the Premises provided Sublessee is not in default under this Sublease and which obligates Sublessee to abide by all the terms, covenants and conditions of this Sublease in the event the mortgagee takes title to the Premises through foreclosure or accepts a deed in lieu of foreclosure. At any time and from time to time upon not less than fifteen (15) days’ prior notice by Sublessor to Sublessee, Sublessee shall, without charge, execute, acknowledge and deliver to Sublessor a statement prepared by Sublessor, in a form for Sublessee to fill in and sign, certifying whether (i) this sublease is unmodified and in full force and effect (or if there have been modifications, whether the same is in full force and effect as modified and stating the modifications), (ii) the Term has commenced and Base Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid, (iii) whether or not, to the knowledge of the signer of such certificate, Sublessor is in default in performance of any of the terms of this Sublease and, if so, specifying each such default of which the signer may have knowledge, (iv) Sublessee has accepted possession of the Premises, (v) Sublessee has made any claim against Sublessor under this Sublease and, if so, the nature thereof and the dollar amount, if any, of such claim, (vi) Sublessee then claims any offsets or defenses against enforcement of any of the terms of this Sublease upon the part of Sublessee to be performed, and, if so, specifying the same, and (vii) such further information with respect to the Sublease or the Premises as Sublessor may reasonably request. Any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Premises or any part thereof or of the interest of Sublessor in any part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor or prospective lessor thereof, by any lessee or prospective lessee thereof, or by any prospective assignee of any mortgage thereof.

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22. Attorney’s Fees. In connection with any litigation arising out of this Sublease, the prevailing party, Sublessee or Sublessor, shall be entitled to recover all costs incurred, including reasonable attorney’s fees.

23. Limitation on Liability. Neither party is liable to the other for under this sublease for any special, incidental, punitive or consequential damages of any kind or nature, including, without limitation, any lost profits or loss of business. Notwithstanding anything to the contrary, Sublessor is not liable for flood water damage unless Sublessor is grossly negligent or willful misconduct. Sublessor shall not be liable to Sublessee or to Sublessee’s employees, agents or invitees, or to any other person or entity, whomsoever, for any injury to person or damage to or loss of property on or about the Premises or the common area caused by the negligence, acts or omissions, or misconduct of Sublessee, its employees, or of any other person entering the buildings in which the Premises are located under the express or implied invitation of Sublessee, or arising out of the use of the Subleased Premises by Sublessee and the conduct of its business therein, or arising out of any breach or default by Sublessee in the performance of its obligations under this Sublease or resulting from any other cause whatsoever, except Sublessor’s gross negligence; and Sublessee hereby agrees to indemnify Sublessor and hold it harmless from any loss, cost, expense or claims arising out of any such damage or injury.

24. Services Provided by Sublessor.

     24.1 Security. Sublessee shall adhere to Sublessor’s security procedures as they pertain to the Premises. This may include, but not be limited to, proper display of security badges, maintaining accurate employee access rosters, and assisting Sublessor in the investigation of security related matters. Sublessor and Sublessee acknowledge that Sublessee is obligated to provide security services throughout the Corporate Campus, and Sublessor is not obligated to provide any additional security at or for the Premises.

     24.2 Mail Services. Sublessor and Sublessee acknowledge that Sublessee is obligated to provide mail delivery services within the Corporate Campus, and Sublessor is not obligated to provide any additional mail delivery services at or for the Premises.

25. Memorandum of Sublease. Sublessee shall not record this Sublease or a Memorandum of Sublease.

26. Confidentiality. Each Party shall keep confidential any and all information concerning the other Party which it may obtain pursuant to this Sublease, and agrees not to disclose such information to any person unless authorized to do so by the Party in question. The provisions of this Section 26 shall not, however, apply to information made generally available to the public by any Party or by third parties through lawful channels, or information which is obtained from a third person who (insofar as is known to the recipient of such information) is lawfully in possession of such information and not in violation of any contractual, legal or fiduciary obligation to a Party with respect to such information.

27. Limitation of Liability. EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO, IN CONNECTION WITH

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OR ARISING OUT OF THIS AGREEMENT. EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BY REASON OF A BREACH OF WARRANTY, ANY PARTY’S LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY’S DIRECT OUT-OF-—POCKET DAMAGES, ACTUALLY INCURRED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

28. Dispute Resolution

     28.1 Amicable Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Sublease, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Sublease, then the Dispute, upon written request of either Party, will be referred for resolution to the General Counsels of the Parties, which General Counsels will have ten (10) days to resolve such Dispute.

     28.2 Mediation. In the event any Dispute cannot be resolved in a friendly manner as set forth in Section 28.1, the Parties intend that such Dispute be resolved by mediation. If the General Counsels of the Parties are unable to resolve the Dispute as contemplated by Section 28.1, either Party may demand mediation of the Dispute by written notice to the other, in which case the two Parties will select a single mediator within ten (10) days after the demand. Neither Party may unreasonably withhold consent to the selection of the mediator. Each Party will bear its own costs of mediation but both Parties will share the costs of the mediator equally.

     28.3 Arbitration. In the event that the Dispute is not resolved pursuant to Section 28.1 or through mediation pursuant to Section 28.2, the latter within thirty (30) days of the submission of the Dispute to mediation, either Party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 28.3. All Disputes submitted to arbitration pursuant to this Section 28.3 shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties involved mutually agree to utilize an alternate set of rules, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either Party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the arbitrators (or any place agreed to by the Parties and the Arbitrators). The arbitration shall be by a single qualified arbitrator experienced in the matters at issue, such arbitrator to be mutually agreed upon by the Parties. If the Parties fail to agree on an arbitrator thirty (30) days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any Party to the dispute or difference, appoint the arbitrator. Any order or determination of the arbitral tribunal shall be final and binding upon the Parties to the arbitration as to matters submitted and may be enforced by any Party to the Dispute in any court having

15

jurisdiction over the subject matter or over any of the Parties. All costs and expenses incurred in connection with any such arbitration proceeding (including reasonable attorneys’ fees) shall be borne by the Party incurring such costs. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

     28.4 Non-Exclusive Remedy. Each of the Parties acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Sublease by either Party. Accordingly, nothing in this Section 28 will prevent either Party from immediately seeking injunctive or interim relief in the event of any actual or threatened breach of any confidentiality provisions of this Sublease. All actions for such injunctive or interim relief shall be brought in a court of competent jurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach of this Sublease.

     28.5 Commencement of Dispute Resolution Procedure. Notwithstanding anything to the contrary in this Sublease, the Parties, but none of their respective Subsidiaries, are entitled to commence a dispute resolution procedure under this Sublease, whether pursuant to this Section 28 or otherwise, and each Party will cause its respective subsidiaries not to commence any dispute resolution procedure other than through such Party as provided in this Section 28.

29. Notices. All notices, demands or requests which may be given by either party to the other party shall be in writing and shall be deemed to have been duly given on the date delivered in person, or sent via telefax or electronic transmission (provided that in any such case, such telefax or electronic transmission is immediately thereafter confirmed by telephone), or on the next business day if sent by overnight courier, and in each case addressed as set forth below:

SUBLESSOR:	Fidelity National Financial, Inc.
	601 Riverside Avenue
	Jacksonville, Florida 32204
	Attn: General Counsel
	Phone: 904-854-8100
SUBLESSEE:	Lender Processing Services, Inc.
	601 Riverside Avenue
	Jacksonville, Florida 32204
	Attn: General Counsel
	Phone: 904-854-8547

The address to which such notices, demands, requests, elections or other communications are to be given by either party may be changed by written notice given by such party to the other party pursuant to this Section.

30. Miscellaneous.

     30.1 Successors and Assigns. This Sublease shall be binding upon and shall inure to the benefit of Sublessor, Sublessee and their respective successors and assigns.

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     30.2 Governing Law. This Sublease shall be construed under the laws of the State of Florida, without application of the conflict of law provisions thereof.

     30.3 Merger Clause. This Sublease contains the entire agreement between Sublessor and Sublessee regarding the Premises which are the subject of this Sublease and may only be altered by a written agreement executed by both Sublessor and Sublessee. Without limiting the foregoing, the parties expressly acknowledge that this Sublease, together with the Exhibits and Schedules hereto, shall not violate the terms of the Master Lease Agreement.

     30.4 Severability. If any term or provision of this Sublease or the application hereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby.

     30.5 Force Majeure. In the event the performance by either party of any of its obligations hereunder, except with the respect of payment of money, is delayed by reason of an act of God, strike, governmental restrictions, war, terrorist threats or acts, or any other cause, similar or dissimilar, beyond the reasonable control of the party from whom such performance is due, the period for the commencement of completion thereof shall be extended for a period equal to the period during which performance is so delayed.

     30.6 Counterparts. The Sublease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but such counterparts together shall constitute but one and the same instrument.

     30.7 No Partnership Created. The Sublessor and Sublessee are not and shall not be considered joint venturers, not partners, and neither shall have power to bind or obligate the other except as set forth herein.

     30.8 Headings. The titles to the paragraphs of this Sublease are inserted only as a matter of convenience and for reference and in no way confine, limit or describe the scope or intent of any section of this Sublease, nor in any way affect this Sublease.

     30.9 Modification. No modifications, alterations, or amendments of this Sublease or any agreements in connection therewith shall be binding or valid unless in writing and duly executed by both Sublessor and Sublessee.

     30.10 Effectiveness. Notwithstanding the date hereof, this Sublease shall become effective as of the date and time that the Distribution becomes effective pursuant to the terms of the Distribution Agreement.

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IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease as of the day and year above first written.

SUBLESSOR: FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
By
	Name:
	Title:
SUBLESSEE: LENDER PROCESSING SERVICES, INC., a Delaware corporation
By
	Name:
	Title:

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COVER

Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019-6092

tel +1 212 259 8448
fax +1 212 424 8500
mglinets@dl.com

May 27, 2008

VIA EDGAR CORRESPONDENCE FILING

Mail Stop 3561
United States Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549

Attention:	H. Christopher Owings
	Assistant Director
Re:	Lender Processing Services, Inc.
	Registration Statement on Form 10 (the “Form 10”)
	Filed March 27, 2008 and Amended on May 9, 2008
	File No. 1-34005

Dear Mr. Owings:

     On behalf of our client Lender Processing Services, Inc., please find attached Amendment No. 2 to the Form 10 filed today via EDGAR solely to amend Item 15, “Financial Statements and Exhibits,” and the Exhibit Index by including additional exhibits and to file certain exhibits to the Form 10. Accordingly, the information statement previously filed as Exhibit 99.1 to the Form 10 is unchanged and has been omitted.

     Please do not hesitate to contact Robert S. Rachofsky at 212-259-8088 or me at 212-259-8448 with any questions or comments.

Very truly yours,

/s/ Margarita A. Glinets

Margarita A. Glinets

New York | London multinational partnership | Washington, DC
Albany | Almaty | Austin | Beijing | Boston | Brussels | Charlotte | Chicago | Dubai
East Palo Alto | Frankfurt | Hartford | Hong Kong | Houston | Jacksonville | Johannesburg

(pty) ltd.

Los Angeles | Milan | Moscow | Paris multinational partnership | Riyadh affiliated office | Rome | San Francisco | Warsaw