(C) Each party does its best to provide the above services and, except in cases of gross negligence or wilful misconduct, is not responsible for the accuracy, completeness or timeliness of advice or services or returns, reports, documents or other documents it provides, or assistance with the preparation. Notwithstanding the above, neither party is required to provide the above-mentioned services if, in its reasonable judgment, that party finds that the provision of such services would have a disproportionate impact on the performance of its own activities. The parties are cooperating to plan the scope and timing of the services they are required to provide under this agreement, in order to reduce or eliminate such interventions. (B) To the extent that the necessary staff and facilities are set up by (the parents) and (the subsidiary), each of them agrees, occasionally after the distribution date and for a transitional period of up to three years after the distribution date, in order to equip the other staff with the following services, “as required”: 3. Nothing in this agreement prevents one of the parties from obtaining the above services from other providers. Over the life of this contract, each party will make reasonable efforts to recruit or train staff and establish, at its sole discretion, consulting relationships with third parties, so that each party will be increasingly able, over time, to provide or have provided all of the above services on its own. As a general rule, each party informs the other party of its plans in this area to allow the other party to make appropriate adjustments in its personnel and recruitment plans. 2. Refund. The parties agree to reimburse each other for the benefits provided on a schedule to be agreed upon by the parties.

The schedule may provide different rates for different categories of staff. In addition, each party undertakes to reimburse the other party for any expenses related to the provision of these services to the providing company. The parties communicate and exchange regularly, but not less often on a quarterly basis, their respective payment and payment fees, which require support information that the recipient of the return can reasonably demand. Only the amount owed to a party for an overrun period is due by the parties to the agreement at the time of the first written execution. (E) Other purposes that are necessary, provided these purposes are due to the previous business relationship between (the mother) and (the subsidiary) or for purposes related to the services provided under this agreement or to another agreement between (the mother) and (the subsidiary) in the context of distribution.