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PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”) is entered into effective January 25, 2006 (the “Effective Date”) by and between New Century Financial Corporation, a Maryland corporation having a principal place of business at 18400 Von Karman, Suite 1000, Irvine, CA 92612 (“New Century”), and Accenture LLP, an Illinois registered limited liability partnership having a principal place of business at 161 North Clark Street, Chicago, IL 60601 (“Supplier”).

WHEREAS, New Century and Supplier have engaged in extensive negotiations, discussions and due diligence that have culminated in the formation of the contractual relationship described in this Agreement;

WHEREAS, New Century desires to procure from Supplier, and Supplier desires to provide to New Century and the Eligible Recipients, the human resources, payroll, procurement, accounts payable and other business process products and services described in this Agreement, on the terms and conditions specified herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, New Century and Supplier (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

New Century desires that certain human resources, payroll, procurement, accounts payable and other business process products and services described in this Agreement and the Exhibits and Attachments hereto, be performed and managed by Supplier. Supplier has carefully reviewed New Century’s requirements, has performed due diligence it deems necessary, and desires to perform and manage such business process products and services for New Century and the Eligible Recipients.

Except as otherwise expressly provided in this Agreement, all capitalized terms used in this Agreement shall have the meanings set forth in Exhibit 1.

The terms defined in this Article 1 and Exhibit 1 include the plural as well as the singular and the derivatives of such terms. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision. Article, Section, Subsection and Attachment references refer to articles, sections and subsections of, and attachments to, this Agreement. The words “include” and “including” shall not be construed as terms of limitation. The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year. As stated in Section 21.3, the word “notice” and “notification” and their derivatives means notice or notification in writing. Other terms used in this Agreement are defined in the context in which they are used and have the meanings there indicated.

This Agreement includes each of the following exhibits and their attachments, all of which are attached to this Agreement and incorporated into this Agreement by this reference. Unless otherwise expressly stated, references to (i) specific Exhibits include all numbered subsidiary attachments (e.g., references to Exhibit 3 include not only Exhibit 3, but also Attachments 3-A, 3-B, 3-C, etc.) and (ii) Exhibit 2 includes Exhibits 2.1 through 2.5 (i.e., all Statements of Work).

The initial Term of this Agreement shall commence as of 12:00:01 a.m., Eastern Time on the Effective Date and continue until 11:59:59 p.m., Eastern Time, on December 31, 2012, unless this Agreement is terminated as provided herein or extended as provided in Section 3.2 or 4.3(a)(2), in which case the Term shall end at 11:59:59 p.m., Eastern Time, on the effective date of such termination or the date to which this Agreement is extended.

By giving notice to Supplier no less than ninety (90) days prior to the expiration date of the initial Term, New Century shall have the right to extend the Term for one (1) extension period of up to one (1) year, on the same rates, charges and terms and conditions set forth in this Agreement. Notwithstanding the notice period specified above, the elapsed time between the expiration of the period within which to give notice of renewal or Supplier’s receipt of notice of non-renewal and the cessation of Services shall be not less than one hundred twenty (120) days. No Termination Charges shall be applicable to any termination on or after the expiration of the initial Term, unless the termination occurs prior to the end of the extension period elected by New Century, in which case New Century shall pay Termination Charges calculated in accordance with Attachment 4-E.

The Termination Assistance Services shall include, as requested by New Century, the Services, functions and responsibilities set forth on Exhibit 17. In addition, in connection with such termination or expiration, Supplier shall provide the following Termination Assistance Services at New Century’s request and direction:

In addition to the foregoing, to the extent New Century requests that all or part of the Services be provided to an Eligible Recipient no longer Controlled by New Century, New Century shall reimburse Supplier for any additional license fees reasonably incurred by Supplier for Third Party Software or Software owned by Subcontractors that are not Affiliates of Supplier to the extent such Software is required to perform the requested Services (provided Supplier notifies New Century of such additional license fees, obtains New Century’s approval prior to incurring such fees, and uses commercially reasonable efforts to minimize such additional license fees to the extent possible).

For avoidance of doubt, it is understood and agreed that the foregoing applies only to changes in the ongoing Services and the Base Charges and ARC/RRC Rates associated therewith and that the implementation of a Service Revision and any resources or effort expended in connection therewith will be treated as a Project in accordance with Section 4.5 of this Agreement and Section 10 of Exhibit 4.

For purposes of the foregoing:

(each such Service Revision, a “No Charge Revision”), there shall be no increase in the Base Charges or ARC/RRC Rates associated with such change.

the Base Charges and/or ARC/RRC Rates for the impacted Services shall be subject to increase as set forth in the approved Service Revision Proposal.

At no additional cost to New Century, Supplier shall undertake all administrative activities necessary to obtain all Required Consents. At Supplier’s request, New Century will cooperate with Supplier in obtaining the Required Consents by executing appropriate New Century approved written communications and other documents prepared or provided by Supplier. With New Century’s approval, Supplier may exercise for the benefit of New Century and the Eligible Recipients any rights Supplier has to utilize license rights or other applicable rights under Supplier’s existing third party licenses, leases or contracts, and the Parties shall cooperate in minimizing or eliminating any costs associated therewith.

Supplier shall pay all transfer, re-licensing or termination fees or expenses associated with obtaining any Required Consents or terminating any licenses or agreements as to which Supplier is unable to obtain such Required Consents.

If, despite using all commercially reasonable efforts, Supplier is unable to obtain a Required Consent, with respect to New Century licensed Third Party Software, Supplier shall, at New Century’s option and with New Century’s consent, (i) replace the New Century license for such Third Party Software with a Supplier license; (ii) replace such Third Party Software with other Software offering substantially similar features and functionality, or (iii) secure the right for Supplier to manage the New Century licensed Third Party Software on behalf of New Century. In the event of (i) or (ii), New Century shall reimburse Supplier for the charges for such Third Party Software to the extent they are equal to or less than the charges for which New Century would have been responsible had the Required Consent been obtained. If, despite using all commercially reasonable efforts, Supplier is unable to obtain a Required Consent with respect to any other New Century Third Party Contract, then, unless and until such Required Consent is obtained, Supplier shall manage such Third Party Contract on New Century’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Supplier were a party to the agreement in New Century’s place. If, despite using commercially reasonable efforts, management of such Third Party Contract is not legally or contractually possible or Supplier is unable to obtain any other Required Consent, the Parties shall discuss and agree upon commercially reasonable alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier of its obligations under this Agreement and Supplier shall not be entitled to any additional compensation or reimbursement in connection with obtaining or failing to obtain any Required Consent or implementing any alternative approach.

During the Term, Supplier shall provide to New Century, at no charge and consistent with the confidentiality obligations contained in this Agreement and reasonable security requirements applicable generally to such facilities, (i) reasonable access to the areas within Supplier Facilities from which the Services are being performed, and (ii) access to reasonable work/conference space at such Supplier Facilities for the discharge of New Century’s rights under the Agreement. In addition, at New Century’s request, Supplier shall provide reasonable access to and use of such Supplier Facilities by New Century personnel and/or New Century Third Party Contractors as and to the extent provided in Section 4.4(b).

New Century and Supplier shall promptly inform the other Party in writing of any breach of, or misuse or fraud in connection with, any Third Party Contract, Equipment lease or Third Party Software license used in connection with the Services of which it becomes aware and shall cooperate with the other Party to prevent or stay any such breach, misuse or fraud.

If Supplier fails to provide Services in accordance with the Service Levels and/or this Agreement, Supplier shall (after restoring service or otherwise resolving any immediate problem) (i) promptly investigate and report on the causes of the problem; (ii) provide a Root Cause Analysis of such failure as soon as practicable after such failure or at New Century’s request (iii) correct the problem as soon as practicable (regardless of cause or fault) or coordinate the correction of the problem if Supplier does not have responsibility for the cause of the problem; (iv) advise New Century of the status of remedial efforts being undertaken with respect to such problem; (v) demonstrate to New Century’s reasonable satisfaction that the causes of such problem have been or will be corrected on a permanent basis and (vi) take commercially reasonable actions to prevent any recurrence of such problem if the cause of the problem or solution is in Supplier’s areas of responsibility or control. Supplier shall use commercially reasonable efforts to complete the Root Cause Analysis within fifteen (15) days of a failure; provided that, if it is not capable of being completed within fifteen (15) days using reasonable diligence, Supplier shall complete such Root Cause Analysis as quickly as possible and shall notify New Century prior to the end of the initial fifteen (15) day period as to the status of the Root Cause Analysis and the estimated completion date. Supplier shall perform the Root Cause Analyses as part of the Services and at no additional Charge to New Century; however, if the Root Cause Analysis reveals that the problem is not attributable to Supplier’s failure to perform its responsibilities under this Agreement, remedial action by Supplier Personnel (other than members of the program management office) to correct such problem shall be treated as a Project pursuant to Section 4.5 of this Agreement and Section 10 of Exhibit 4.

On or before the Commencement Date, Supplier shall implement measurement and monitoring tools and metrics as well as standard reporting procedures, in accordance with Exhibit 3, to measure and report Supplier’s performance of the Services at a level of detail sufficient to verify Supplier’s compliance with the applicable Service Levels. New Century or its designee shall have the right to audit all such measurement and reporting tools, performance metrics and reporting procedures. Supplier shall provide New Century with on-line access to up-to-date problem management data and other data regarding the status of service problems, service requests and user inquiries. Supplier also shall provide New Century with access to the data used by Supplier to calculate its performance against the Service Levels and the measurement and monitoring tools and procedures utilized by Supplier to generate such data for purposes of audit and verification. New Century shall not be required to pay any amount in addition to the Charges for such measurement and monitoring tools or the resource utilization associated with their use.

If a Supplier Personnel becomes aware of any failure by Supplier to comply with its obligations under this Agreement or any other situation arising in the performance of the Services that said Supplier Personnel knows or, given his or her position and duties, reasonably should know has a significant chance of (i) impacting, in a non-trivial adverse respect, the maintenance of a company’s financial integrity or internal controls, the accuracy of its financial, accounting, production quality or human resources records and reports, or, with specific regard to New Century, compliance with New Century Rules, New Century Standards or applicable Laws; or (ii) having any other material adverse impact on the Services in question or the impacted business operations of New Century or the Eligible Recipients, then, Supplier shall expeditiously inform New Century in writing of such situation and the impact or expected impact and Supplier and New Century shall meet to formulate an action plan to minimize or eliminate the impact of such situation.

Supplier shall designate a “Supplier Account Executive” for this New Century engagement who, unless otherwise agreed by New Century, shall maintain his or her office in the designated New Century Facility in Irvine, California. The Supplier Account Executive shall (i) be one of the Key Supplier Personnel; (ii) be a full time employee of Supplier; (iii) allocate the level of effort set forth in Exhibit 15 to managing the Services; (iv) remain in this position for a minimum period of two (2) years from the initial assignment (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or death); (v) serve as the single point of accountability for the Services, (vi) be the single point of contact to whom all New Century communications concerning this Agreement may be addressed; (vii) have authority to act on behalf of Supplier in all day-to-day matters pertaining to this Agreement; (viii) have day-to-day responsibility for service delivery, billing and relationship management; and (ix) have day-to-day responsibility for ensuring customer satisfaction and attainment of all Service Levels.

Except as otherwise expressly set forth in this Agreement, the Parties intend to create an independent contractor relationship and nothing in this Agreement shall operate or be construed as making New Century (or the Eligible Recipients) and Supplier partners, joint venturers, principals, joint employers, agents or employees of or with the other. No officer, director, employee, agent, Affiliate, contractor or subcontractor retained by Supplier to perform work on New Century’s behalf hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor or subcontractor of New Century or the Eligible Recipients for any purpose. Supplier, not New Century or the Eligible Recipients, has the right, power, authority and duty to supervise and direct the activities of the Supplier Personnel and to compensate such Supplier Personnel for any work performed by them on the behalf of New Century or the Eligible Recipients pursuant to this Agreement. Supplier, and not New Century or the Eligible Recipients, shall be responsible and therefore solely liable for all acts and omissions of Supplier Personnel, including acts and omissions constituting negligence, gross negligence, willful misconduct and/or fraud.

Supplier shall incorporate New Century’s then current policies and procedures in the Policy and Procedures Manual as appropriate and as reasonably requested by New Century.

Upon New Century’s request, Supplier shall provide New Century and the Eligible Recipients with prompt access to Supplier’s specialized services, personnel and resources pertaining to the standards, processes and procedures for human resources, payroll, procurement, accounts payable and other in-scope business processes and services and associated software, equipment and systems on an expedited basis taking into account the relevant circumstances (the “Specialized Services”). The Parties acknowledge that the provision of such Specialized Services may, in some cases, constitute a New Service or Project for which Supplier is entitled to additional compensation, but in no event shall Supplier be entitled to any additional compensation for New Services under this subsection unless the New Century Project Executive and Supplier Account Executive, or their authorized designee, expressly agree upon such additional compensation or Supplier’s entitlement to additional compensation is established through the dispute resolution process. If New Century authorizes Supplier to proceed but the Parties disagree as to whether the authorized work constitutes New Services and New Century reasonably believes that such work is material and is required on an urgent basis in connection with either Party’s compliance with its legal, regulatory or contractual obligations, Supplier shall proceed with such work for up to sixty (60) days and the disagreement shall be submitted to dispute resolution pursuant to Article 19.

Annually, the Parties shall conduct a detailed review of the Services then being performed by the Supplier. As part of this review, the Parties shall review the actual service volumes against the forecasted monthly volumes for the previous year, and forecast the service volumes for the next year. In addition, the Parties shall examine: (i) whether the Charges are consistent with New Century’s forecasts, industry norms and the Supplier’s representations; (ii) the quality of the performance and delivery of the Services; (iii) whether the Supplier has delivered cost saving or efficiency enhancing proposals; (iv) the level and currency of the technologies and business processes employed; (v) the Finance/Employee business processes; (vi) business and technology strategy and direction; and (vii) such other things as New Century may reasonably require.

To the extent New Century provides reasonable notice and requests that, in addition to the Type II SAS 70 audit described above, Supplier conduct a New Century-specific Type II SAS 70 audit, Supplier shall do so at New Century’s expense (provided, Supplier notifies New Century of such expense, obtains New Century’s approval, and uses commercially reasonable efforts to minimize such expense). If, however, Supplier undertakes additional or different Type II SAS 70 audits (or equivalent audits) of Supplier Facilities at, from or through which Services are provided to New Century and/or the Eligible Recipients (other than customer-specific audits requested and paid for by other Supplier customers), Supplier shall accord New Century the rights described in the preceding paragraph with respect to such audits.

Notwithstanding the preceding paragraph and subject to Section 4.5(b), to the extent audit assistance can be provided by Supplier using Supplier’s program management personnel without impacting the established schedule for other tasks or the performance of the Services in accordance with the Service Levels, there will be no additional charge to New Century for such work and the FTE hours associated with such work shall not be counted against the Baseline Audit FTE Hours.

Supplier (i) shall provide New Century (and New Century Third Party Contractors) with network configuration data with respect to the network provided and used by Supplier to provide Services to New Century and/or the Eligible Recipients; and (ii) hereby grants New Century (and New Century Third Party Contractors) the right to use such data in connection with the performance of ancillary services (e.g., security reviews or audits) or the exercise of New Century’s other rights under this Agreement.

In addition to New Century’s responsibilities as expressly set forth elsewhere in this Agreement, New Century shall be responsible for the following:

Without limiting Supplier’s obligation under this Agreement, the Parties acknowledge and agree that, in addition to New Century’s responsibilities specified elsewhere in this Agreement, New Century is responsible for: (i) management oversight of New Century accounting matters, determining New Century accounting policies, and authorizing, interpreting and creating specifications for New Century financial reporting information; (ii) establishing, maintaining and evaluating the effectiveness of its disclosure controls and procedures and internal controls (with the assistance of Supplier, as further described in Sections 9.4, 9.10 and Exhibit 2.4); and (iii) determining when, whether and how the recommendations made by Supplier and Supplier Affiliates regarding New Century finance policies and procedures are to be implemented by New Century. The Parties also acknowledge and agree (i) that the Services exclude tax advice and accounting functions that by law are provided by, or reserved to, certified or chartered public accountants, or the provision of legal advice that by law is provided by, or reserved to, licensed lawyers; and (ii) that, as of the Effective Date, the Parties do not believe any Supplier obligations, responsibilities or function described in Exhibit 2 or elsewhere in the Agreement can be so characterized.

Supplier’s failure to perform its responsibilities under this Agreement or to meet the Service Levels shall be excused if and to the extent such Supplier non-performance is caused by any of the following (collectively, “Excused Performance Conditions”):

Supplier shall be excused in the foregoing circumstances only if (A) Supplier, upon becoming aware of such Excused Performance Condition, expeditiously notifies New Century of such Excused Performance Condition and its inability to perform under such circumstances, (B) Supplier provides New Century with a reasonable opportunity to address such Excused Performance Condition and thereby avoid such Supplier non-performance, (C) Supplier identifies and pursues commercially reasonable means to avoid or mitigate the impact of such Excused Performance Condition, (D) Supplier uses commercially reasonable efforts to perform notwithstanding such Excused Performance Condition, and (E) if requested by New Century in instances in which causation is not readily determinable, Supplier conducts a Root Cause Analysis and thereby demonstrates that such Excused Performance Condition is the cause of Supplier’s non-performance. Supplier acknowledges and agrees that the circumstances described in this Section 10.3, as well as those described in Section 18.2 of this Agreement, Section 17 of Exhibit 3 and Section 9(i) of Exhibit 4, are the only circumstances in which its failure to perform its responsibilities under this Agreement or to meet the Service Levels will be excused and that Supplier shall not assert any other act or omission of New Century or the Eligible Recipients as excusing any such failure on Supplier’s part.

With respect to the Excused Performance Conditions described in subparts (i), (ii), (iv) and (v), New Century shall reimburse Supplier for the incremental labor charges and Out-of-Pocket Expenses reasonably incurred by Supplier to meet the Service Levels and perform its other responsibilities under this Agreement despite such Excused Performance Conditions; provided that (i) to the extent practicable, Supplier notifies New Century of such additional incremental charges and expenses and obtains New Century’s approval prior to incurring such costs; and (ii) Supplier uses commercially reasonable efforts to minimize such costs (if and to the extent New Century declines to approve certain reasonable additional costs, Supplier shall not be obligated to proceed with the efforts associated therewith). New Century, in its sole discretion, may forego or delay any work activities or temporarily adjust the work to be performed by Supplier, the schedules associated therewith or the Service Levels to permit the performance of such activities in accordance with Section 4.5(b).

To the extent Supplier fails to process any invoice in accordance with this provision within ninety (90) days after the payment due date of such invoice, Supplier shall be financially responsible for payment of twelve (12%) percent of the invoiced amounts. In addition, to the extent Supplier fails to process any such invoice in accordance with this provision within one hundred eighty (180) days after the payment due date of such invoice, Supplier shall be financially responsible for payment of all of the invoiced amounts.

Supplier shall procure certain products and services for which New Century will be financially responsible on an Out-of Pocket Expense basis, as further described in Exhibit 4. In addition, as part of the Procurement Services, Supplier shall procure certain products and services by purchase, lease, license or contract on behalf of New Century and the Eligible Recipients, as further described in Exhibit 2.

In procuring such products and services, Supplier shall comply with the following:

The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement shall be as follows:

Periodic charges under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month on a calendar day basis.

If Supplier should receive a refund, credit, discount or other rebate for goods or services paid for by New Century and/or the Eligible Recipients on a Pass-Through Expense or Out-of-Pocket Expense basis, then Supplier shall (i) notify New Century of such refund, credit, discount or rebate and (ii) promptly pay the full amount of such refund, credit, discount or rebate to New Century or such Eligible Recipient.

In addition to the foregoing, Supplier shall provide a separate invoice for each of the eight monthly Solution License Install Fee payments tied to the achievement by Supplier of specific Transition Milestone(s), as further described in Exhibit 4 and Attachment 20-A (“Transition Milestone Payment(s)”). Supplier shall invoice New Century for each such monthly Transition Milestone Payment following Supplier’s completion of the Transition Milestone associated with such Transition Milestone Payment. If Supplier fails to achieve the Transition Milestone associated with any such monthly Transition Milestone Payment, then Supplier shall not invoice New Century for such monthly Transition Milestone Payment until such Transition Milestone is met.

Payment Due Date. Subject to the other provisions of this Article 12, each Monthly Invoice provided for under Section 12.1 shall be due and payable within twenty-five (25) days after receipt by New Century of such Monthly Invoice unless the amount in question is disputed in accordance with Section 12.4. Subject to the other provisions of this Article 12, each invoice for Transition Milestone Payments provided for under Section 12.1 shall be due and payable within twenty-five (25) days after receipt by New Century of such invoice unless the amount in question is disputed in accordance with Section 12.4. Any undisputed amount due under this Agreement for which a time for payment is not otherwise specified also shall be due and payable within twenty-five (25) days.

Payments to Supplier by New Century shall be paid in U.S. dollars, by wire transfer only, and no requests for cash payments shall be made by Supplier. All payments to Supplier by New Century shall be made directly to Supplier, not to third parties, other than to Supplier’s account with a reputable bank.

If New Century fails to pay any undisputed portion of the Charges within ten (10) days after the due date for such payment, it shall pay interest on the unpaid amount from the day after such due date at the lesser of the then current “Prime Rate” set forth in the “Money Rates” table in The Wall Street Journal (“Prime Rate”) plus two percent (2%) or the maximum rate allowed by law.

With respect to any amount to be paid or reimbursed by New Century hereunder, New Century may set off against such amount any undisputed amount that Supplier is obligated to pay New Century hereunder.

New Century may withhold payment of particular Charges that New Century reasonably disputes in good faith subject to the following:

Nothing in this Section 13.1 is intended to limit the obligations of Supplier under Sections 13.2 and 13.3 of this Agreement with respect to the New Century Data addressed in such Sections and, to the extent the provisions of Sections 13.2 or 13.3 conflict with the provisions of this Section 13.1 as they pertain to New Century Data, the provisions of Sections 13.2 or 13.3 shall control over the provisions of Section 13.1, as applicable.

Notwithstanding the foregoing, either Party may retain one copy of the other Party’s Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute.

Subject to the preceding paragraph, Contract Records shall be retained by Supplier for the Audit Period specified in Section 9.10(a) unless and to the extent Supplier is directed by New Century to deliver such Contract Records to New Century prior to the expiration of such Audit Period.

In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Nothing in this Section 13.2 is intended to limit the obligations of Supplier under Sections 13.1 and 13.3 of this Agreement with respect to the Confidential Information addressed in such Sections. To the extent that the provisions of Section 13.1 pertaining to New Century Data conflict with the provisions of this Section 13.2, the provisions of Section 13.2 shall control over the provisions of Section 13.1. To the extent that the provisions of Section 13.3 pertaining to Personal Data conflict with the provisions of this Section 13.2, the provisions of Section 13.3 shall control over the provisions of Section 13.2.

New Century Data shall be made available to New Century, upon its request, in the form and format reasonably requested by New Century.

The data security program, including associated technical, organizational and security measures shall comply in all material respects with the following:

The content and implementation of data security program and associated technical, organizational and security measures shall be fully documented in writing by Supplier. Supplier shall permit New Century to review such documentation and/or to inspect Supplier’s compliance with such program in accordance with Section 9.10.

In addition to the provisions of Sections 13.1 and 13.2, the following privacy and data protection provisions shall apply to Personal Data. To the extent any of the provisions of this Article 13 purporting to apply to Personal Data conflict with provisions of this Section 13.3, the provisions of Section 13.3 shall control over such other provisions.

Supplier shall be responsible for any failure of Supplier Personnel to comply with the terms and conditions regarding Personal Data set forth in this Section 13.3.

Supplier agrees to promptly implement any such limitation or restriction as directed by New Century.

(i) Expeditiously report such unauthorized disclosure or access to New Century,

To the extent such unauthorized disclosure or access is attributable to a breach by Supplier or Supplier Personnel of Supplier’s obligations under this Agreement with respect to Personal Data, Supplier shall bear (A) the costs incurred by Supplier in complying with its legal obligations relating to such breach, and (B) in addition to any other damages for which Supplier may be liable for under this Agreement, the following costs incurred by New Century or the Eligible Recipient in complying with their legal obligations relating to such breach, including to the extent applicable, (1) the cost of providing notice to affected individuals, (2) the cost of providing notice to government agencies, credit bureaus, and/or other required entities, (3) the cost of providing affected individuals with credit monitoring services for a specific period not to exceed twelve (12) months, to the extent the disclosure of the affected individual’s Personal Data could lead to a compromise of the data subject’s credit or credit standing, (4) call center support for such affected individuals for a specific period not to exceed thirty (30) days, and (5) the cost of any other measures required under applicable Law.

Supplier shall expeditiously report to New Century any successful unauthorized access, use, disclosure, modification, or destruction of ePHI or interference with system operations in an information system containing PHI of which Supplier becomes aware. Supplier also shall report the aggregate number of unsuccessful, unauthorized attempts to access, use, disclose, modify or destroy ePHI or interfere with systems operations in an information system under Supplier’s control containing PHI, of which Supplier becomes aware, provided that:

New Century shall have ready, secure access to, and the right to review and retain a copy of, all New Century Confidential Information in the possession or control of Supplier or its Affiliates and Subcontractors. Such access shall be provided to New Century by the means and in the format specified in the Agreement and/or reasonably requested by New Century. At no time shall New Century’s Confidential Information be stored or held by Supplier in a form or manner not readily accessible to New Century in this manner.

Supplier’s obligations under this Article with respect to Personal Data shall survive the expiration or termination of this Agreement and shall be perpetual. The Parties’ obligations under this Article with respect to all other Confidential Information shall survive the expiration or termination of this Agreement for a period of five (5) years from the later of (i) the expiration or termination of this Agreement (including all periods of Termination Assistance Services), or (ii) the return or destruction of Confidential Information in accordance with Sections 13.1 (but not including accounting information pertaining to this Agreement that Supplier is required to maintain pursuant to applicable Laws); provided, however, that the passage of this five (5) year period shall not absolve either Party of responsibility for any breach of this Article 13 occurring prior to the expiration of such five (5) year period.

Notwithstanding the foregoing, the Parties acknowledge and agree that any idea, design, concept, technique, invention, discovery or improvement constituting patentable subject matter and first conceived of and reduced to practice in the course of creating New Century–Specific Developed Materials pursuant to this Section 14.2(b) may be freely used by either Party, and that any patent rights in such New Century–Specific Developed Materials shall be jointly owned by New Century and Supplier, in all cases without the requirement of either Party to account to the other Party.

This Agreement shall not confer upon either Party intellectual property rights in Materials of the other Party (to the extent not covered by this Article 14) unless otherwise so provided elsewhere in this Agreement.

Except as otherwise provided in this Agreement, this Agreement shall nor operate or be construed to prevent Supplier from acquiring, marketing, developing, distributing, licensing or using for itself or others, services, products or technology that are the same as or similar to those provided to New Century by Supplier pursuant to this Agreement.

As part of the Termination Assistance Services, Supplier shall provide the following to New Century, New Century Affiliates and the Eligible Recipients with respect to Materials and Software:

Unless New Century has otherwise agreed in advance, New Century and the Eligible Recipients (and, to the extent applicable, New Century’s designee(s)) shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses and other rights above. Supplier shall not use any Supplier Owned Materials for which it is unable to offer such license or other rights without New Century’s prior written approval (and absent such approval, Supplier’s use of any such Supplier Owned Materials shall obligate Supplier to provide, at no additional cost, such license and other rights to New Century, New Century Affiliates, the Eligible Recipients and New Century’s designees). New Century hereby approves the use of the Supplier Owned Materials identified in Exhibit 18, notwithstanding Supplier’s inability to obtain some or all of the rights described in this Section 14.6(b) with respect to such Supplier Owned Materials.

Notwithstanding the foregoing, if New Century is terminated for cause for failing to pay undisputed amounts, New Century’s right to continue using such Supplier Owned Materials following the expiration or termination of the Term and the Termination Assistance Services period shall be suspended to and until such undisputed amounts are paid.

In addition, Supplier shall deliver to New Century and the Eligible Recipients (or, at New Century’s election, to their designee(s)) a copy of such Third Party Materials (including source code, to the extent it has been available to Supplier) and related documentation and shall cause maintenance, support and other services to continue to be available to New Century and the Eligible Recipients (or, at New Century’s election, to their designee(s)) to the extent it has been available to Supplier. Unless New Century has otherwise agreed in advance in accordance with Section 6.4(c), New Century and the Eligible Recipients shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses, sublicenses and other rights specified in this Section 14.6(c). Supplier shall not use any Third Party Materials for which it is unable to offer such license, sublicense or other rights without New Century’s prior approval (and absent such approval, Supplier’s use of any such Third Party Materials shall obligate Supplier to provide, at no additional cost, such licenses, sublicenses and other rights). New Century, however, shall be obligated to make monthly or annual payments attributable to periods after the expiration or termination of the Term with respect to the Services for which such Third Party Materials were used for the right to use and receive maintenance or support related thereto, but only to the extent Supplier would have been obligated to make such payments if it had continued to hold the licenses in question or New Century has agreed in advance to make such payments. New Century hereby approves the use of the Third Party Materials identified in Exhibit 18, notwithstanding Supplier’s inability to obtain some or all of the rights described in this Section 14.6(c) with respect to such Third Party Materials.

To the extent New Century has agreed in advance to pay any fees in connection with its receipt of such licenses, sublicenses or other rights, Supplier shall, at New Century’s request, identify the licensing and sublicensing options available to New Century and the Eligible Recipients and the license or transfer fees associated with each. Supplier shall use commercially reasonable efforts to obtain the most favorable options and the lowest possible transfer, license, relicense, assignment or termination fees for Third Party Materials. Supplier shall not commit New Century or the Eligible Recipients to paying any such fees or expenses without New Century’s prior approval. If the licensor is willing to offer more than one form of license to New Century, New Century (not Supplier) shall select the form of license to be received by New Century, the Eligible Recipients or their designee(s).

To the extent a third party receives a license or sublicense to use such Third Party Materials pursuant to this provision, such third party shall sign a written agreement to be bound by terms comparable to the terms contained herein applicable to such Materials (such agreement shall be agreed to by the Parties and shall include the terms specified in this Section as well as those pertaining to the ownership of such Materials and any Derivative Works developed by the Parties, the scope and term of the license, the restrictions on the use of such Materials, and the obligations of confidentiality, etc.

Supplier represents, warrants and covenants that (i) the Services shall be rendered with promptness, due care, skill and diligence; and (ii) the Services shall be executed in a workmanlike manner, in accordance with the Agreement and the accepted practices of top tier providers of human resources, payroll, procurement, accounts payable and other in-scope business process outsourcing services; (iii) Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience, know-how, competence and skill to perform the Services; (iv) Supplier shall provide such individuals with training as to new products and services prior to the implementation of such products and services in the New Century/Eligible Recipients environment; and (v) Supplier shall have the resources, capacity, expertise and ability in terms of Equipment, Software, know-how and personnel to provide the Services.