MASTER SERVICES AGREEMENT

Consulting Services Agreement

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MICHAELS STORES, INC | Tata America International Corporation

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Title: MASTER SERVICES AGREEMENT
Governing Law: Delaware Date: 4/2/2009
Industry: Retail (Specialty) Sector: Services

MASTER SERVICES AGREEMENT, Parties: michaels stores inc , tata america international corporation

Exhibit 10.29

EXECUTION COPY

MASTER SERVICES AGREEMENT

BY AND BETWEEN

MICHAELS STORES, INC

AND

TATA AMERICA INTERNATIONAL CORPORATION

JANUARY, 16, 2009

TABLE OF CONTENTS

			Page

1.	Definitions and Interpretation		1

	1.1	Definitions	1
	1.2	Interpretation	1
	1.3	Order of Precedence	2

2.	Term		2

	2.1	Initial Agreement Term	2
	2.2	Renewal and Extension	2

3.	Parent Liability and Responsibility		3

4.	Services		3

	4.1	Scope of Services	3
	4.2	Provision of Services	3
	4.3	Savings Clause	5
	4.4	Technology Evolution	5
	4.5	Governmental Approvals	5
	4.6	Compliance with Laws	6
	4.7	Changes in Law	6
	4.8	Standards and Policies	7

5.	Transition; Acquisitions And Divestitures; Cooperation		7

	5.1	Transition Services	7
	5.2	Transition Milestones	8
	5.3	Transformation	8
	5.4	New Entities and Divestitures	9
	5.5	Cooperation with Third Parties	9

6.	New Services		10

	6.1	New Services	10
	6.2	Fees for New Services	10
	6.3	Terms for New Services	11

7.	Michaels Responsibilities		11

	7.1	Michaels Account Manager	11
	7.2	Michaels Resources	11
	7.3	Use of Michaels Facilities	12

8.	Equipment and Third Party Contracts		12

	8.1	Existing Equipment	12
	8.2	Technology Acquisitions	13
	8.3	Managed Agreements	14
	8.4	Managed Agreement Invoices	14
	8.5	Assigned Agreements	15
	8.6	Assigned Agreement Invoices	15
	8.7	Performance Under Third Party Contracts	15

9.	Service Levels and Reports		15

	9.1	Service Levels	15
	9.2	Knowledge Sharing	16
	9.3	Reports	16
	9.4	Relief Events	16

10.	Customer Satisfaction and Benchmarking		17

	10.1	Customer Satisfaction Surveys	17
	10.2	Disputes	17
	10.3	Benchmarking Process	17
	10.4	Benchmarking Overview	17
	10.5	Benchmark Results Review and Adjustments	18
	10.6	Benchmarking Disputes	19

11.	Service Locations		19

	11.1	Service Locations	19
	11.2	New Service Locations	19
	11.3	Safety and Security Procedures	20

12.	Supplier Staff		20

	12.1	Supplier Account Manager	20
	12.2	Key Supplier Personnel	20
	12.3	Supplier Staff	21
	12.4	Turnover of Supplier Staff	21
	12.5	Conduct of Supplier Personnel	22
	12.6	Assignment to Competitors	22
	12.7	Subcontractors	22
	12.8	No Termination of Employment	23
	12.9	Non-Solicitation	23
	12.10	Co-Employment	23
	12.11	Transitioned Employees	24

13.	Governance and Change Control		24

	13.1	Governance	24
	13.2	Policies and Procedures Manual	24
	13.3	Change Management Process	24
	13.4	No Liability for Changes Not Approved	25

14.	Proprietary Rights		25

	14.1	Ownership of Background Technology and Derivative Works	25
	14.2	Michaels Software	25
	14.3	Supplier Software	25
	14.4	Commissioned Materials	26
	14.5	Michaels-Owned Materials	26
	14.6	Further Assurances	26
	14.7	Supplier IP	27
	14.8	Residual Knowledge	27
	14.9	Framework Initiative Work Products	28

15.	Data		28

	15.1	Ownership and Use of Michaels Data	28
	15.2	Correction and Reconstruction	28
	15.3	Provision of Data	29
	15.4	Data Privacy	29
	15.5	Data Security	29
	15.6	Protection of Michaels Data	30

16.	Consents		30

17.	Continued Provision of Services		30

	17.1	Disaster Recovery Plan	30
	17.2	Force Majeure	31
	17.3	Alternate Source	31
	17.4	Allocation of Resources	32

18.	Payments		32

	18.1	Fees	32
	18.2	Invoices	32
	18.3	Timeliness of Invoices	32
	18.4	Payment	32
	18.5	Fee Disputes	32
	18.6	Due Diligence	33
	18.7	No Other Charges	33
	18.8	No Payment for Unperformed Services	33

iii

	18.9	Most Favored Customer	33
	18.10	Certain Commitments By Parties	33

19.	Taxes		33

	19.1	Taxes	33
	19.2	Relocation of Services	34
	19.3	Other Taxes	34
	19.4	Segregation of Fees	34

20.	Audits		35

	20.1	Services	35
	20.2	Fee Records	35
	20.3	SAS 70 Reports;	35
	20.4	Certain Audits	37
	20.5	Record Retention	38
	20.6	Facilities	39
	20.7	General Audit Procedures	39
	20.8	Supplier Audits	40

21.	Confidentiality		40

	21.1	General Obligations	40
	21.2	Unauthorized Acts	41
	21.3	Injunctive Relief	41
	21.4	Return of Confidential Information	41

22.	Representations and Warranties		42

	22.1	By Michaels	42
	22.2	By Supplier	42
	22.3	DISCLAIMER	43

23.	Additional Covenants		43

	23.1	By Michaels	43
	23.2	By Supplier	43

24.	Dispute Resolution		45

	24.1	Resolution Procedures	45
	24.2	Exclusions	46
	24.3	Continuity of Services	46

25.	Termination		46

	25.1	Termination for Convenience	46

	25.2	Termination for Change in Control of Michaels	46
	25.3	Termination for Change in Control of Supplier	46
	25.4	Termination for Cause	46
	25.5	Termination in Case of Insolvency	47
	25.6	Service Level Failures	47
	25.7	Effect of Termination	48

26.	Termination Fees		48

	26.1	Termination Fees	48
	26.2	No Other Termination Fees	48

27.	Termination Assistance and Exit Rights		48

	27.1	Termination Assistance	48
	27.2	Payment	48
	27.3	Exit Rights	49

28.	Indemnities		50

	28.1	Indemnity by Michaels	50
	28.2	Indemnity by Supplier	52
	28.3	Obligation to Replace	53
	28.4	Indemnification Procedures	54

29.	Damages		54

	29.1	Consequential Damages	54
	29.2	Direct Damages	54
	29.3	Exclusions	55

30.	Insurance		55

	30.1	Documentation	55
	30.2	Types and Amounts	56
	30.3	Policy Requirements	57
	30.4	Risk of Loss	57

31.	Miscellaneous Provisions		57

	31.1	Assignment	57
	31.2	Notices	57
	31.3	Counterparts	58
	31.4	Relationship	58
	31.5	Severability	58
	31.6	Waivers	58
	31.7	Timing and Cumulative Remedies	58
	31.8	Entire Agreement	58

31.9	Amendments	58
31.10	Survival	58
31.11	Third Party Beneficiaries	58
31.12	Governing Law and Venue	59
31.13	Covenant of Further Assurances	59
31.14	Export	59
31.15	Conflict of Interest	59
31.16	Publicity	59

TABLE OF EXHIBITS

Exhibit 1	Definitions
Exhibit 2	Statements of Work
Exhibit 3	Service Level Management
Exhibit 4	Pricing
Exhibit 5	Governance and Change Management Process
Exhibit 6	Service Locations
Exhibit 7	Michaels Policies
Exhibit 8	Key Supplier Personnel
Exhibit 9	Third-Party Contracts
Exhibit 10	Reports
Exhibit 11	Michaels Agent NDA
Exhibit 12	Competitors
Exhibit 13	Disaster Recovery Plan
Exhibit 14	Transition Plan
Exhibit 15	Human Resources
Exhibit 16	Current and Planned Projects
Exhibit 17	Source Code Escrow
Exhibit 18	Customer Satisfaction Surveys
Exhibit 19	Approved Benchmarkers
Exhibit 20	TCSL Joint and Several Liability Commitment
Exhibit 21	Additional Services

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “ Agreement ”), dated as of the Effective Date, is between Michaels Stores, Inc , a Delaware corporation (“ Michaels ”) acting on its own behalf and on behalf of its subsidiaries, and Tata America International Corporation, operating as TCS America, a New York corporation (“ Supplier ”).

RECITALS

WHEREAS , Supplier desires to provide to Michaels, and Michaels desires to obtain from Supplier, the information technology services and related services and the business process services and related services described in this Agreement on the terms and conditions set forth in this Agreement;

WHEREAS , Michaels and Supplier have engaged in extensive discussions and negotiations that have culminated in the formation of the relationship described in this Agreement.

NOW, THEREFORE , for and in consideration of the agreements set forth below, Michaels and Supplier agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. The terms used in this Agreement with initial capital letters that are not defined herein have the meanings set forth in Exhibit 1 .

1.2 Interpretation.

(a) The Exhibits, as amended from time to time, attached to this Agreement are hereby incorporated into and deemed part of this Agreement. All references to “Agreement” herein include the Exhibits to this Agreement. All references to “Exhibits” herein include the attachments and appendices to such Exhibits.

(b) Any reference to an “Article,” “Section,” or “Exhibit” shall be to such Article, Section or Exhibit of this Agreement, unless otherwise expressly provided.

(c) The headings preceding the text of Articles and Sections and the headings to Exhibits, the table of contents, and other portions of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(d) The use of the terms “including,” “include” or “includes” shall in all cases mean “including without limitation,” “include without limitation” or “includes without limitation,” respectively.

(e) Except as specifically set forth in this Agreement: (i) consents and approvals to be given by a Party under this Agreement shall not be unreasonably withheld or delayed; (ii) each Party shall make only reasonable requests under this

Agreement; and (iii) all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement must be made in writing and by a representative who, in the circumstances, can be reasonably expected to carry the necessary authority in order to be binding.

(f) The Parties acknowledge and agree that they have negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or construction arises shall not be construed to the detriment of the drafter on the basis that such Party or its professional advisor was the drafter, but shall be construed according to the intent of the Parties as evidenced by the entire Agreement.

1.3 Order of Precedence . Except as otherwise expressly set forth in the body of this Agreement or in an Exhibit, in the event of a conflict, ambiguity or inconsistency between the provisions in the body of this Agreement, any Exhibit, any attachment or any document incorporated by reference, then such conflict, ambiguity or inconsistency shall be resolved by giving precedence to the document higher in the following order of priority:

(a) first, the provisions in the body of this Agreement;

(b) second, the provisions in the Exhibit;

(c) third, the provisions in any attachment or appendices to the Exhibit; and

(d) fourth, any other documents incorporated by reference.

2. TERM

2.1 Initial Agreement Term. The initial term of this Agreement shall commence on the Effective Date and continue until 23:59 (Pacific Time) on the Initial Agreement Expiration Date unless the Agreement is extended pursuant to Section 2.2 in which case, the last day of the final Extension Period, or such earlier date upon which this Agreement is terminated in accordance with its terms (the “ Initial Agreement Term ”).

2.2 Renewal and Extension. At least 12 months prior to the Initial Agreement Expiration Date, Supplier shall provide to Michaels the terms, conditions and pricing that Supplier proposes would apply to any renewal term of this Agreement. If Michaels desires to renew this Agreement, but the Parties are unable to agree on the terms, conditions and pricing for a renewal term 120 days before the Initial Agreement Expiration Date, Michaels may elect to extend the Agreement Term by written notice of extension provided to Supplier no later than 60 days before the Initial Agreement Expiration Date, for a period of up to 12 months from the Initial Agreement Expiration Date, to be determined in Michaels’ sole discretion and set forth in such extension notice (“ First Extension Period ”). The terms and conditions of this Agreement as in effect as of the Initial Agreement Expiration Date shall continue to be in force during the First Extension Period, including the pricing and rates as set forth in Exhibit 4 for the First Extension Period. If the Parties are unable to reach agreement on the terms, conditions and pricing applicable to the renewal of this Agreement 60 days before the end of the First Extension Period, Michaels may elect to: (a) allow this Agreement to expire at the end of such First Extension Period; or (b) further extend the Agreement Term by written notice provided to Supplier no later than 60 days

prior to the End of the First Extension Period for an additional Extension Period of 12 months ( “Second Extension Period” ) on the then applicable terms, conditions including the pricing and rates applicable to such additional Extension Period as set forth in Exhibit 4. For clarity, if Michaels does not elect to exercise its option to extend for the Second Extension Period by providing the required notice in a timely manner, the Agreement shall expire at the end of the Second Extension Period.

3. PARENT LIABILITY AND RESPONSIBILITY .

As a condition precedent to the effectiveness of this Agreement, Supplier’s parent, Tata Consultancy Services Ltd (an Indian corporation), shall provide a joint and several liability letter for full performance of Supplier’s obligations under this Agreement in the form substantially as attached hereto as Exhibit 20 .

4. SERVICES

4.1 Scope of Services. The term “ Services ” means:

(a) the services, functions, and responsibilities described in this Agreement; as amended from time to time during the Term, including the Base Services and the Consulting Services;

(b) the services, functions and responsibilities with respect to the services, functions and responsibilities described in Sections 4.1(a) and 4.1(c) that were routinely performed in the 12 month-period prior to the Effective Date by the Affected Employees and the Affected Contractors which services, functions or responsibilities were transitioned as a result of this Agreement, even if such service, functions or responsibility is not specifically described in this Agreement; and

(c) any services, functions or responsibilities required for the proper performance and delivery of the Services or that are inherent or necessary for the proper performance of the Services, whether or not expressly identified or described in this Agreement.

as each of these services, functions or responsibilities may evolve during the Term and as they may be supplemented, enhanced, modified or replaced (e.g., to keep pace with technological advancements and improvements in the methods of delivering these services, functions or responsibilities) pursuant to the terms of this Agreement and including any supplement, enhancement, modification or replacement that arises from the exercise of Michaels’ rights under this Agreement.

4.2 Provision of Services.

(a) Commencement Dates; Transition Services. The obligations of the Parties under this Agreement shall commence on the Effective Date. Beginning on the date specified in the applicable Transition Plan, Supplier shall provide the Transition Services as specified in that Transition Plan. Beginning on the Commencement Date, Supplier shall provide all of the Services as specified in the relevant Statement of Work.

(b) Increase or Decrease in Services. Subject to the provisions of Exhibit 4, with respect to any Base Charges in an applicable Statement of Work, Supplier shall increase or decrease the amount of the Services provided hereunder according to Michaels’ demand for the Services. Increases in the volume of Base Services shall not be considered New Services. Any Change shall be agreed upon by the Parties in accordance with the Change Management Process as set forth in Exhibit 5 or the applicable Statement of Work.

(c) Non-Exclusivity. Except as set forth in Section 18.10 and Exhibit 4 (“ Certain Commitment of Parties ”), this Agreement is non-exclusive and without any minimum commitment by Michaels as to volume, scope or value. Nothing herein shall be construed as a requirements contract, or be interpreted to prevent Michaels from obtaining from third parties, or providing to itself, any of the Services described in this Agreement (whether Services, New Services, or otherwise) or services similar thereto.

(d) Authorized Users and Affiliates. Supplier shall provide the Services in accordance with this Agreement to Michaels and, as directed by Michaels, to Michaels’ Affiliates and Authorized Users. With respect to Supplier’s obligations and license grants contained in this Agreement, the term “ Michaels ” shall include Michaels, its Affiliates and Authorized Users. Michaels shall add Authorized Users or Michaels’ Affiliates at its sole discretion, but Michaels shall not be obligated to obtain the Services from Supplier in respect of any of the Authorized Users or Michaels’ Affiliates. Michaels retains the financial responsibility for the Services provided under this Agreement to any Michaels’ Affiliates and Authorized Users and to cause each Michaels’ Affiliates and Authorized Users receiving the Services or benefits of license grants under this Agreement to comply with all obligations of Michaels as they apply to such Services and licenses.

(e) Projects; Ongoing Projects . Supplier shall perform the Projects as directed by Michaels from time to time during the Term. A list of projects that are ongoing or approved by Michaels as of the Effective Date, and that Supplier shall assume responsibility for as of the Effective Date, is set forth on Exhibit 16 (“ Current and Planned Projects ”). The Current and Planned Projects are all within the scope of the Services and shall be provided by using a combination of the Base Charges, flex pool and Michaels resources. All Current and Planned Projects shall be: (i) completed in accordance with Michaels’ project management and development practices in place as of the Effective Date as set forth in Exhibit 16 (as may be amended from time to time in accordance with the Change Management Process as applicable); (ii) completed by the date or dates established in the schedule for the relevant Current and Planned Project; and (iii) subject to milestones, if any, established in the schedule for the relevant Current and Planned Project. Any Change for any of the Current and Planned Projects shall be agreed upon by the Parties in accordance with the Change Management Process.

(f) Resources. Except as expressly provided otherwise in this Agreement or an agreed Statement of Work, Supplier shall provide all facilities, assets, and resources (including personnel, Equipment, and Software) necessary to provide the Services and otherwise meet its obligations under this Agreement or an agreed Statement of Work. Supplier shall provide to Michaels, at no cost, two lean resources onsite and one lean resource offshore who will be dedicated for driving business process efficiency.

4.3 Savings Clause . Michaels recognizes that Supplier’s performance of the Services may be dependent on Michaels ‘s (including Michaels Agents) performance of certain related tasks. All such tasks are set forth in this Agreement and/or the Statement of Work applicable to such Services (“ Retained Responsibilities ”). Michaels shall not be responsible for, and Supplier’s performance shall be deemed not to be dependent upon, the performance of any other related tasks under this Agreement. Supplier will be excused from the failure to perform an obligation hereunder or the failure to achieve a Milestone or Service Level, to the extent that such failure is directly caused by Michaels’ failure to perform a Retained Responsibility; provided that:

(a) Supplier promptly provides Michaels with advance notice in writing identifying in detail the Retained Responsibility in question and the failure by Michaels for which Michaels is responsible to perform and the relevant Supplier obligation or Service Level that is at risk; and

(b) Supplier continues to use commercially reasonable efforts to perform its obligation notwithstanding Michaels’ non-performance of the Retained Responsibility; and

(c) Supplier provides a root cause analysis report in accordance with the procedure established in the Policies and Procedures Manual for review and approval by Michaels. In the event of disagreement the matter shall be resolved according to the dispute resolution procedure as specified in Section 24 of this Agreement.

4.4 Technology Evolution. Supplier shall perform the Services using generally accepted technological methods of service delivery for services similar to the Services, including advancements and improvements to such methods that occur during the Term, and shall, with Michaels’ prior approval and without additional charge to Michaels, maintain a level of technology (including the Systems that are the responsibility of Supplier) used to provide the Services that is at least current with the level of technology: (a) that Supplier uses in providing services to its other customers; and (b) generally accepted in the industry and compatible with commercial applications generally adopted in Michaels’ industries during the Term. Supplier shall meet with Michaels periodically, at least once during every 120-day period or as otherwise requested by Michaels, to inform Michaels of any new information technology Supplier is developing or information technology trends and directions of which Supplier is aware that could reasonably be expected to have an effect on Michaels’ business operations. Michaels acknowledges that Supplier’s compliance with the technology evolution requirements set forth in this Section 4.4 may require Michaels to upgrade or replace Michaels System at Michaels’ cost and expenses at Michael’s sole discretion. In the event Michael’s, at its sole discretion, decides not to invest in such upgrade or replacement in the technology, Supplier will be relieved of its obligation with respect to new technology only to the extent that Michaels failure to invest in the required upgrade or replace Michaels Systems prevents Supplier from implementing the new technology.

4.5 Governmental Approvals. Michaels shall, at its cost and expense, obtain and maintain all Governmental Approvals that Michaels is required by Law to obtain, maintain, or provide, for engaging Supplier for the Services as contemplated in this Agreement and to receive and use the Services, other than Supplier Governmental Approvals (collectively, “ Michaels

Governmental Approvals ”). Supplier shall, at its cost and expense, obtain and maintain all Governmental Approvals that Supplier is required by Law to obtain, maintain, or provide, for performing and delivering the Services as contemplated in this Agreement, other than Michaels Governmental Approvals, (collectively, “ Supplier Governmental Approvals ”). With respect to any Michaels Governmental Approvals that Michaels may be required by Law to obtain, maintain or provide in a country in which Supplier has a Supplier Service Location (excluding such Michaels Government Approvals that Michaels is required to obtain, maintain or provide in the United States of America) Supplier is responsible to notify Michaels of any such requirement and assist and assume administrative and operational responsibility for obtaining such Governmental Approvals, it being agreed that Michaels will retain financial responsibility for the cost and expenses of such Michaels Governmental Approvals. Upon request by either Party, the other Party shall provide to the requesting Party reasonable cooperation and assistance in obtaining Governmental Approvals hereunder.

4.6 Compliance with Laws. Michaels shall be responsible for all Laws applicable to Michaels and its business (i.e., Michaels would be liable to a Government Authority in the case of non-compliance with the Law) that affect the provision or receipt of the Services, other than Supplier Laws (“ Michaels Laws ”). Supplier shall be responsible for all Laws applicable to Supplier and Supplier’s business (i.e., Supplier would be liable to a Governmental Authority in the case of non-compliance with the Law) that affect the performance or delivery of the Services, ( “ Supplier Laws ”). Notwithstanding the foregoing, the Parties acknowledge that a Law may be both a Supplier Law and a Michaels Law and, in such case, each Party’s obligations under this Agreement with respect to such Law shall continue to apply, except that the costs necessary to implement changes to the Services necessary to comply with changes in such Law shall be allocated equitably between the Parties. With respect to any Michaels Laws that apply to Michaels in a country in which Supplier has a Supplier Service Location (excluding such Michaels Laws applicable to Michaels and its business in the United States of America) as a result of the consummation of the transactions contemplated by this Agreement (i.e., any Michaels Laws that would not have applied to Michaels but for the transactions contemplated by this Agreement), Supplier is responsible to notify Michaels of any such Laws and assist Michaels in all reasonable manner for Michaels to be in compliance with such Laws, it being agreed that Michaels will retain financial responsibility if any arising from such compliance.

4.7 Changes in Law.

(a) Changes in Supplier Laws and Michaels Laws . Michaels shall monitor and promptly identify and notify Supplier of all changes in Michaels Laws. Supplier shall monitor and promptly identify and notify Michaels of all changes in Supplier Laws.

(b) Effect of Changes in Laws.

(i) Identification of Impact. Supplier and Michaels shall work together to identify the effect of changes in Laws on the provision or receipt of the Services.

(ii) Michaels Laws. With respect to changes in Michaels Laws, the Parties shall discuss modifications to the Services, if any, necessary to comply with such changes. Supplier shall promptly thereafter propose any adjustment to the applicable Fees associated with such modifications; provided that any such adjustment shall be based solely

upon Supplier’s incremental costs associated with the implementation of such modifications. Upon Michaels’ consent, Supplier shall implement such modifications to the Services in a timely manner.

(iii) Supplier Laws. With respect to changes in Supplier Laws, Supplier shall implement in a timely manner, at its own cost and expense, any changes in the Services required to comply with such changes; provided, that if such changes have a material effect on the provision or receipt of the Services, Supplier shall obtain Michaels’ consent before implementing such changes.

(iv) Reduction in Services. Notwithstanding any Michaels consent obtained under Sections 4.7(b)(ii) and 4.7(b)(iii) , if any change in Law, change in the Services required to conform to any change in Law, or failure of Supplier to obtain any Supplier Governmental Approval, results in a reduction in the Services; in the level or quality of the Services; or in a substantial increase in the Fees, then Michaels may elect either to: (A) negotiate and implement an equitable reduction to the applicable Fees (in the case of a reduction in the Services or in the level or quality of the Services); or (B) terminate the affected portion of the Services as of the date specified by Michaels in its notice of termination without payment of any Termination Fees.

4.8 Standards and Policies. Without limiting Supplier’s other obligations under this Agreement, in performing the Services the Supplier shall comply with: (a) Michaels’ information management, technical architecture, change and problem management, and product standards including those specified in Exhibit 7 ; (b) the policies and procedures contained in the Policies and Procedures Manual; (c) all Michaels Polices and any policies and procedures applicable at individual Michaels Service Locations, including all such policies related to professional conduct, safety, health, access to information systems, and access to physical locations; and (d) all other Michaels policies, procedures, standards or guidelines applicable to the provision or receipt of the Services. Michaels shall provide Supplier the details of Michaels policies, procedures, standards or guidelines in effect as of the Effective Date of which Supplier’s compliance is required (by hard copies or allowing access to electronic repositories) and notify Supplier of any changes to any such Michaels policies, procedures, standards or guidelines (including the addition of new policies, procedures, standards or guidelines).

5. TRANSITION; ACQUISITIONS AND DIVESTITURES; COOPERATION

5.1 Transition Services. For each Statement of Work where Supplier is taking over services, functions or responsibilities previously performed by Michaels (a “ Transition ”), the Parties shall develop and agree upon a detailed transition plan that shall conform with the high-level transition plan set forth in Exhibit 14 and contain the detailed information specified therein (“ Transition Plan ”) which shall be an Appendix to such Statement of Work. The Transition Plan shall include a schedule for the transition of the Services (the “ Transition Schedule ”) and the specific tasks and resources required of Michaels. Supplier shall perform all services, functions, and responsibilities necessary to accomplish the transition of Services set forth in this Agreement, to Supplier (the “ Transition Services ”). Supplier shall perform the Transition Services in accordance with the Transition Plan and without causing material disruptions to Michaels’ business operations. Supplier and Michaels shall each designate an individual who

shall be responsible for managing and implementing the Transition Services on behalf of respective Party that he/she represents (the “ Transition Managers ”), as well as individuals for each of Michaels’ facilities and functions affected by the transition (“ Individual Transition Managers ”) who shall be responsible for managing and implementing the Transition Services specific to such facilities and functions. Unless otherwise expressly specified in the Transition Plan, there should be no charges for the Transition Services other than the Transition Charges. Until the completion of the applicable Transition Services, the Supplier Transition Manager and each Individual Transition Manager shall review with the Michaels Transition Manager and each Individual Transition manager of Michaels along with Michaels Account Manager the status of the Transition Services as requested by the Michaels Account Manager.

5.2 Transition Milestones. The Transition Plan includes a list of milestones relating to Supplier’s obligations under the Transition Plan. If Supplier fails to achieve any milestone designated as a Critical Transition Milestone the completion date specified for such Critical Transition Milestone in the Transition Plan (subject to a grace period of no more than two weeks) Michaels shall not be required to pay any portion of any Transition Charge associated with such Critical Transition Milestone unless and until Supplier’s completion of the milestone is approved by Michaels. If Supplier fails to achieve any Transition Milestone for which a Transition Credit is due by the date specified for such Critical Transition Milestone in the Transition Plan and such delay exceeds the grace period of two weeks, then Supplier shall apply the Transition Credit against the Fees. If Supplier fails to achieve any Critical Transition Milestone by the completion date specified for such milestone in the Transition Plan, Michaels may, subject to allowing a grace period of two weeks, elect to terminate the applicable Statement of Work as of the date specified by Michaels in its notice of termination without payment of any Termination Fee. Michaels agrees that Supplier shall not be responsible or liable for any delay or failure in achieving a Transition Milestone, such delay or failure shall not be a breach entitling Michaels to terminate the applicable Statement of Work if and only to the extent that Section 4.3 or Section 9.4 applies to such delay or failure. Where any delay of more than 4 weeks to a Critical Transition Milestone arises directly as a result of a delay or failure of Michaels (including any Michaels Agents) to perform a tasks upon which the Supplier’s provision of the Transition Services is dependent, as such tasks are specifically identified in the Transition Plan, Michaels shall pay, any incremental increase in the cost of Transition that arises as a result of any such delay; provided that Supplier documents that incremental increase and takes such steps as are necessary to mitigate the amount of that incremental increase. Supplier shall, at the time of any such delay to a Critical Transition Milestone, provide Michaels with specific notice of such delay that describes to Michaels the Critical Transition Milestone impacted and the expected nature and extent of the incremental cost to be charged by Supplier to Michaels as a result of the delay to the Critical Transition Milestone.

5.3 Transformation. Supplier shall perform all services, functions, and responsibilities necessary to accomplish the transformation of Michaels’ information technology operations and capabilities, and Michael’s other business operations and capabilities set forth in this Agreement, in accordance with the applicable Statement of Work (the “ Transformation Services ”). The Transformation Services shall form part of the Services and shall be subject to the Service Levels agreed in the applicable Statement of Work and be subject to the provisions of Section 4.3 and Section 9.4. Unless otherwise expressly specified in the Statement of Work, there should be no charges for the Transformation Services other than the fees, if any, set forth in the applicable Statement of

Work.

5.4 New Entities and Divestitures

(a) New Entities. With respect to Michaels’ acquisition of other entities, or Michaels’ inclusion of additional Affiliates or Authorized Users (collectively, “ New Entities ”), Supplier shall, as requested by Michaels, provide support services as necessary to incorporate the New Entities’ information technology systems into the Systems, including those services specified in the Statements of Work and any required planning and design services, and shall upon Michaels’ request, provide the Services, whether all or a portion specified by Michaels, to the New Entities in accordance with this Agreement. Michaels retains the financial responsibility for the Services so provided and to cause each New Entities to comply with all obligations of Michaels as they apply to such Services. Suppliers’ charges as a result of the provision of the Services to a New Entity shall be in accordance with this Agreement. Supplier may also charge additional one-time Fees for the completion of any services, functions, and responsibilities necessary for the incorporation of the New Entities’ information technology systems into the Systems where such Fees have been agreed upon by Michaels and Supplier prior to Supplier commencing the provision of any such services, functions or responsibilities. To the extent any acquisition by Michaels results in additional Services or any New Services for the Supplier under this Agreement, any due diligence activity performed by Supplier on behalf of Michaels shall be at no cost to Michaels. For clarity, if Michaels requires or requests any other services, activity or responsibility in addition to due diligence, Supplier shall be entitled to bill Michaels for such additional effort unless Michaels permits Supplier to utilize the existing resources and personnel already charged to Michaels.

(b) Divestitures. If Michaels divests itself of a business unit or entity, or removes an Affiliate or Authorized Users from the scope of this Agreement (collectively, “ Divested Entities ”), Supplier shall continue to provide, at Michaels’ request, the Services to the Divested Entity for up to 24 months from the effective date of such divestiture or removal, as the case may be, under the then-current terms, conditions and pricing of this Agreement. Supplier shall provide support services to Michaels, the Divested Entity, and, as applicable, the acquiring entity as may be necessary to transfer the Divested Entities’ information technology systems to a third party or enable such entity to provide information technology services to itself, including those services specified in the Statements of Work. Michaels retains the financial responsibility for the Services so provided and to cause each Divested Entities to comply with all obligations of Michaels as they apply to such Services; provided that if a Divested Entity enters into a separate written agreement with Supplier for the ongoing provision of such Services, Michaels shall have no obligation with respect to such entity’s performance of its obligations or payment of fees associated with such Services after such entity is divested or removed by Michaels.

5.5 Cooperation with Third Parties. Michaels currently engages, or may from time to time in the future, hire subcontractors, consultants, or other third parties (“ Michaels Third Party Contractors ”) to perform services or provide products to Michaels. Supplier shall cooperate with and work in good faith with any Michaels Third Party Contractors.

6. NEW SERVICES

6.1 New Services. Michaels may from time to time during the Term and the Termination Assistance Period request that Supplier perform a New Service. Within 10 days after receipt of such a request from Michaels (or such other time as Michaels and Supplier may agree depending on the nature and scope of the New Service), Supplier shall provide Michaels with a written proposal for such New Service (a “ New Service Proposal ”) which proposal shall be in the form of a new Statement of Work and include at minimum:

(a) a description of the services, functions and responsibilities Supplier anticipates performing in connection with such New Service;

(b) a schedule for commencing and completing such New Service;

(c) Supplier’s fees for such New Service, including a detailed breakdown of such fees;

(d) when appropriate, a description of any new Software or Equipment to be provided by Michaels or Supplier in connection with such New Service;

(e) when appropriate, the Software and Equipment and run-time requirements necessary to develop and operate any new Software;

(f) when appropriate, a description of the human resources necessary to provide the New Service;

(g) a description of proposed service levels and associated measurement and monitoring tools for the New Service;

(h) when appropriate, a list of any existing Software or Equipment included in or to be used in connection with such New Service;

(i) when appropriate, acceptance test criteria and procedures for any new Software or any products, packages or services; and

(j) such other information as reasonably necessary or otherwise reasonably requested by Michaels.

Supplier shall not begin performing any New Service until Michaels and Supplier have agreed upon the terms for such New Service and the Michaels Account Manager has provided Supplier with written authorization to commence the New Services by executing acceptance of the New Service Proposal, a Statement of Work or other written authorization to commence work. Any New Service performed by Supplier without such advance agreement to terms and authorization shall be deemed part of the Services without incremental charge.

6.2 Fees for New Services. Supplier’s charges and fees specified in any New Service Proposal shall be, to the extent possible, determined in a manner consistent with the applicable pricing formulas and methodologies (including agreed upon rate cards) utilized in establishing the Fees and shall be no more than the charges and fees for such services that Supplier provides to its

customers that are acquiring services of a similar type in similar volumes. The charges and fees for any such New Service shall take into account resources and expenses of Supplier for then-existing Services that would no longer be required if the New Service were performed by Supplier. For clarity, the charges and fees for any New Services shall be subject to those pricing mechanisms agreed to by Supplier in Exhibit 4.

6.3 Terms for New Services . Any New Services authorized by Michaels in accordance with this Article 6 shall become part of the Services and shall be subject to the terms and conditions of this Agreement unless and only to the extent the Parties agree otherwise.

7. MICHAELS RESPONSIBILITIES.

7.1 Michaels Account Manager. Michaels shall appoint an individual (the “ Michaels Account Manager ”) who from the Effective Date of this Agreement shall serve as the primary Michaels representative under this Agreement. The Michaels Account Manager shall: (a) have overall responsibility for managing and coordinating the performance of Michaels’ obligations under this Agreement; and (b) be authorized to act for and on behalf of Michaels with respect to all matters relating to this Agreement. Notwithstanding the foregoing, the Michaels Account Manager may, upon notice to Supplier, delegate such of his or her responsibilities to other Michaels Agents, as the Michaels Account Manager deems appropriate. Michaels may replace the Michaels Account Manager upon notice to Supplier.

7.2 Michaels Resources .

(a) Michaels Facilities. For Supplier Staff assigned to perform Services at a Michaels Service Location as agreed under an applicable Statement of Work or as otherwise approved by Michaels, beginning on the date a Supplier Staff commences Services and continuing only as long as such Supplier Staff requires the same for the performance of the Services, Michaels shall provide to Supplier, at no charge to Supplier and subject to this Article 7 , the reasonably appropriate use of infrastructure and facilities where agreed to as necessary based on role including, space designated by Michaels in the applicable Michaels Service Locations, furnishings for Supplier’s use in performing the Services and office equipment and facilities (such as required office supplies, printing, telephone, fax and e-mail facilities, office space, parking, and access to available cafeteria if any) and access to desktop computers at Michaels Service Locations that are required to provide Supplier Staff with access to the Michaels Systems and performing the Services (“ Michaels Facilities ”).

(b) Systems. Michaels shall grant Supplier access to any Michaels Systems, solely for the purpose of Supplier performing the Services, and Supplier’s access shall be limited to those specific Systems as reasonably necessary for Supplier to perform the Services including Systems identified in this Agreement and/or applicable Statement of Work and the time periods and personnel designated by Supplier and agreed to by Michaels and Supplier. Supplier’s access shall be subject to the Michaels Policies, and such business control and information protection policies, standards, and guidelines as may be made available to Supplier by Michaels from time to time. Any other use by Supplier of any other Michaels assets or property or systems is prohibited.

7.3 Use of Michaels Facilities. Supplier shall use the Michaels Facilities for the sole and exclusive purpose of providing the Services; and comply with the obligations set forth below in this Section 7.3 . Use of Michaels Facilities by Supplier does not constitute a leasehold interest in favor of Supplier or any Supplier Agents. Supplier shall comply with the following obligations:

(a) Supplier and Supplier Agents shall comply with the requirements related to Michaels Facilities contained in this Agreement.

(b) Supplier and Supplier Agents shall use the Michaels Facilities in an efficient manner. To the extent that Supplier or Supplier Agents operate in such areas in a manner that unnecessarily increases facility costs incurred by Michaels, Michaels reserves the right to require Supplier to pay for such increased costs.

(c) Supplier and Supplier Agents shall keep the Michaels Facilities in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act.

(d) Supplier and Supplier Agents shall comply with all of the Michaels Policies and all of Michaels’ standard and site-specific policies and procedures in effect from time to time at the Michaels Service Locations, including procedures for the physical security of the Michaels Service Locations.

(e) Supplier and Supplier Agents shall permit Michaels and Michaels Agents to freely enter the Michaels Facilities at any time and without notice to perform facilities-related services, conduct audits in accordance with Article 20 , and as otherwise as requested by Michaels.

(f) Supplier and Supplier Agents shall not make any improvements or changes involving structural, mechanical or electrical alterations to the Michaels Service Locations without Michaels’ written approval. Any such improvements or changes shall become the property of Michaels or its lessors.

(g) When the Michaels Facilities are no longer required for performance of the Services, Supplier shall return such areas to Michaels in substantially the same condition as when Supplier began using such locations, subject to ordinary wear and tear.

8. EQUIPMENT AND THIRD PARTY CONTRACTS

8.1 Existing Equipment

(a) Michaels retains financial responsibility for all Equipment required in connection with the Services at any Michaels Service Location. In addition, Michaels also retains financial responsibility for any special Equipment for Services or New Services introduced after the Effective Date for performance at any Supplier Service Location, provided that the requirement and necessity of each item of such special Equipment Parties shall specifically be agreed within the applicable Statement of Work. With respect to Equipment that is owned or leased by Michaels, including Equipment purchased for Michaels by Supplier pursuant to

Section 8.2(b) (collectively, “ Michaels Equipment ”), Michaels grants to Supplier during the Term the right to access and use the Michaels Equipment solely to the extent necessary to perform the Services.

(b) Supplier acknowledges that it has no legal or equitable claim to the Michaels Equipment and agrees not to contest ownership of such Equipment.

(c) Throughout the Term, and thereafter for the purposes of Termination Assistance Services, Supplier shall keep any Michaels Equipment that is removed from Michaels premises or is stored along with Supplier Equipment separate from the property of Supplier and of third parties, and shall properly identify such Equipment as Michaels’ property.

(d) Supplier shall not purport to pledge, or in any way charge by way of security, permit any lien to be placed on, or otherwise encumber or permit the encumbrance in any way, any of the Michaels Equipment which shall at all times remain Michaels’ or the applicable third party lessor’s property and shall irrevocably waive any rights which may arise under Law to take a lien over the Michaels Equipment for any sums due to Supplier pursuant to this Agreement.

8.2 Technology Acquisitions

(a) Each Party is financially responsible for any refresh, replacement and maintenance of Equipment and Software that it is required to provide under this Agreement and/or an applicable Statement of Work. Supplier and Michaels each shall acquire at its costs and expense any Equipment and Software required to fulfill its technology refresh obligations specified in the applicable Statement of Work.

(b) If Michaels requests that Supplier obtain on Michaels’ behalf any Equipment or Software (collectively, “ New Equipment ”) Supplier shall: (i) identify the terms on which Supplier could purchase such New Equipment, which terms shall include: (A) the third party invoice price for such New Equipment (adjusted for any rebates, volume or other discounts, and other similar reductions in the price of such New Equipment (collectively, “ Discounts ”) whether provided at the time of purchase or thereafter)(“ Invoice Price ”); (B) Supplier’s proposed markup (which shall in no event exceed a percentage to be mutually agreed by the parties )(“ Markup ”); and (C) any freight charges and taxes associated with the purchase (“ Charges ”); and (D) a proposal for financing arrangement pursuant to which Michaels could pay Supplier the purchase price of the New Equipment over a specified period of time, including any associated financing fees (“ Financing Fees ”); and (ii) upon Michaels’ request, acquire the New Equipment on Michaels’ behalf on terms approved by Michaels. Supplier will leverage any discounts or other favorable purchasing arrangements it may enjoy through its relationships with third parties to obtain favorable pricing for Michaels. If the Invoice Price is subject to any Discounts that are not expressly specified on the invoice (e.g., discounts that will be realized by Supplier based on its volume of purchases of goods or services other than or in addition to the New Equipment specified on the invoice), Supplier shall provide Michaels with a description of how such Discount is applied generally to Supplier purchases and how such Discount has been applied specifically to Michaels’ purchase price for the applicable New Equipment. Michaels shall not be required to pay any charges,

fees or expenses for New Equipment other than the Invoice Price, the Markup, the Charges, and the Financing Fees (if any).

(c) Supplier shall, upon Michaels’ request, and as directed by Michaels: (i) purchase the New Equipment on behalf of Michaels; (ii) lease, or arrange for a third party to lease such New Equipment to Michaels; or (iii) license, or arrange for a third party to license such New Equipment to Michaels. Michaels shall pay to Supplier, the third party supplier, third-party lessor or third-party licensor, as applicable, the purchase, lease or license fees, price (as described in Section 7.2(b) as applicable, for the New Equipment.

(d) Except as otherwise agreed by the Parties or as otherwise provided in this Agreement: (i) all rights in and title to any New Equipment purchased by Supplier on behalf of Michaels and paid for by Michaels shall belong to Michaels; and (ii) all New Equipment shall be new. Supplier shall ensure that all third-party warranties with respect to New Equipment shall run to and be for the express benefit of Michaels.

8.3 Managed Agreements. Supplier shall administer the Managed Agreements and related invoices as specified in this Section 8.3 and Section 8.4 on behalf of Michaels and shall perform its obligations and responsibilities in accordance with, and otherwise comply with, all terms of the Managed Agreements applicable to Supplier’s provision of the Services and Supplier’s use of the goods and services provided under the Managed Agreements (collectively “ Applicable Terms ”). Supplier shall provide Michaels with reasonable notice of any renewal, termination or cancellation dates and fees with respect to the Managed Agreements. Supplier shall not renew, modify, terminate or cancel, or request or grant any consents or waivers under, any Managed Agreements without the consent of the Michaels Account Manager. Any fees or charges or other liability or obligation imposed upon Michaels in connection with: (a) any renewal, modification, termination, or cancellation of, or consent or waiver under, the Managed Agreements, obtained or given without Michaels’ consent as required under the foregoing sentence; or (b) Supplier’s failure to comply with the Applicable Terms, shall be paid or discharged, as applicable, by Supplier.

8.4 Managed Agreement Invoices. Michaels shall notify Third Party Contractors of Supplier’s appointment for managing the Managed Agreements and require them to submit the Managed Agreement Invoices to Supplier at Supplier’s designated address. Supplier shall: (a) receive all Managed Agreement Invoices; (b) review and correct any errors in any such Managed Agreement Invoices in a timely manner; and (c) submit such Managed Agreement Invoices to Michaels within a commercially reasonable period of time after Supplier’s receipt thereof. Michaels shall pay the Managed Agreement Invoices received and approved by Supplier. Michaels shall only be responsible for payment of the Managed Agreement Invoices and shall not be responsible to Supplier for any management or administration fees of Supplier in connection with the Managed Agreement Invoices. Michaels shall not be responsible for any late fees with respect to the Managed Agreement Invoices if Supplier failed to submit the applicable Managed Agreement Invoices to Michaels for payment within 7 business days after receipt of the Managed Agreement Invoice where the nature of the invoice does not require any error correction. Where the nature of the invoice is such that Supplier requires additional time to process the Managed Agreement Invoice, Supplier shall provide Michaels with advance written notice of the need for such additional time. If Supplier fails to submit a Managed Agreement Invoice to Michaels for payment in accordance

with the preceding sentence, Supplier shall be responsible for any discount not received with respect to such Managed Agreement Invoice. If Supplier fails to submit any Managed Agreement Invoice to Michaels for payment more than 60 days after Supplier’s receipt of such invoice and has not notified Michaels of any specific error or problem that is causing the delay, Supplier shall be responsible for payment of the entire amount of the invoice, including any late fees and other associated charges.

8.5 Assigned Agreements. Exhibit 9 sets forth the list of Assigned Agreements assigned by Michaels to Supplier as of the Effective Date. Michaels shall execute reasonable documentation requested by Supplier to give effect to the assignment of Assigned Agreements. No other Michaels Third Party Contracts shall be considered as an Assigned Agreement unless and until Supplier and Michael mutually agree on the assignment and execute an appropriate assignment agreement for the applicable Michaels Third Party Contract. The effective date of assignment shall be as set forth in such assignment agreement (“ Assignment Date ”). With respect to each Assigned Agreement, Michaels retains the responsibility and liability for obligations, performances and liabilities relating to the period prior to the Assignment Date. Supplier shall assume. all post assignment obligations and post-assignment liability for each Assigned Agreement on and from the Assignment Date of the Assigned Agreement. Supplier shall agree to be bound by the terms of such Assigned Agreement from and after the Assignment Date. Any modification, termination or cancellation fees or charges imposed upon Michaels in connection with any modification, termination or cancellation of, or consent or waiver under, an Assigned Agreement made by Supplier after the Assignment Date shall be paid by Supplier. Michael’s shall reimburse Supplier for all damages, claims, costs and expenses asserted against Supplier with respect to any claims that relate to the period prior to the Assignment Date, except to the extent that such claim arises as a result of the acts or omissions of Supplier. If Michaels has prepaid any amounts under any Assigned Agreement which apply to obligations to be performed after the Assignment Date, Supplier shall reimburse or credit Michaels (at Michaels’ discretion) for such amounts on the first invoice provided by Supplier to Michaels after such amounts have been identified unless the Parties have agreed to different stipulations in the relevant assignment agreement.

8.6 Assigned Agreement Invoices. Supplier shall, pay the invoices submitted by third parties in connection with each Assigned Agreement that relate to the period after the Assignment Date and shall be responsible for any late fees with respect to such third party invoices.

8.7 Performance Under Third Party Contracts. Supplier shall promptly notify Michaels of any breach of, or misuse or fraud in connection with any Third Party Contracts of which Supplier becomes aware and shall cooperate with Michaels to prevent or stay any such breach, misuse or fraud.

9. SERVICE LEVELS AND REPORTS.

9.1 Service Levels. Exhibit 3 sets forth the Service Level Methodology and the provisions for managing the Service Levels agreed in a Statement of Work. Beginning on the first day following the end of the Transition Services with respect to a

Statement of Work (or such other date as specified in applicable Statement of Work), Supplier shall be responsible for and shall perform the Services in accordance with the Service Levels described in the applicable Statement of Work and in accordance with the requirements of the Service Level Methodology. Supplier shall perform all Services that do not have defined Service Levels in a manner and at levels that equal or exceed the level of service being provided internally by Michaels or through a third party prior to the Effective Date, including with respect to accuracy, quality, completeness, timeliness, and responsiveness.

9.2 Knowledge Sharing. At least once in every 90-day period, and upon Michaels’ request, Supplier shall meet with representatives of Michaels in order to: (a) explain how the Systems work and are operated; (b) explain how the Services are provided; and (c) provide such training and documentation that Michaels may require for Michaels to understand and operate the Systems and provide the Services after the expiration or termination of this Agreement.

9.3 Reports. Supplier shall provide to Michaels, in a form and format acceptable to Michaels, the reports set forth in Exhibit 10 , any other reports identified in this Agreement, and any other reports Michaels requests from time to time. The delivery schedule of the reports shall be as specified in Exhibit 10 , and where no such schedule is specified, as required by Michaels.

9.4 Relief Events.

(a) Supplier shall be relieved of failures to comply with the Service Levels (or in the case of Transition Services, the Transition Milestones) and no other liability shall accrue, where the Savings provisions set forth in Section 4.3 or the Force Majeure provisions set forth in Section 17.2 applies, or to the extent and only to the extent that such failure arises as a direct results of:

(i) Execution of the Business Continuity Plan, the execution of which is in support of a Michaels declared disaster, to the extent that the implementation of the Business Continuity Plan prevents Supplier from accessing the Systems or personnel necessary to provide the Services in accordance with the Service Levels; provided that Supplier shall not obtain such relief if the Parties agree in the Business Continuity Plan that Supplier is to continue providing the Services in accordance with the Service Levels;

(ii) Service or Supplier Staff reductions or reprioritizations requested by Michaels and agreed to by the Parties in accordance with the Change Management Process; provided that Supplier has previously notified Michaels as part of such Change Management Process that the implementation of such Services or Supplier Staff reductions would result in such failure to meet the Service Level; or

(iii) Where the Parties agree prior to any activities and/or outages that the Service Levels shall not apply; provided that Supplier notifies Michaels in advance of the likely impact of such activities or outages on the Service Levels.

(b) To obtain relief from any Service Level in the case of the events described in Section 9.4(a) , Supplier must, in each instance:

(i) provide specific notification to Michaels that describes to Michaels the specific Service Level impacted and the expected nature and extent of the reduction or other effect on the applicable Service Level;

(ii) have used all reasonable efforts to perform the affected Service or resolve the problem in accordance with the applicable Service Levels despite such events; and

(iii) re-commence the performance of the affected Service in accordance with the Service Levels, immediately upon resolution or cessation of the event giving rise to the relief.

10. CUSTOMER SATISFACTION AND BENCHMARKING.

10.1 Customer Satisfaction Surveys. Within 60 days after the Effective Date, Supplier shall submit to Michaels, for Michaels’ approval, the content of the customer satisfaction surveys and the process for conducting such customer satisfaction surveys. Supplier shall complete within 30 days after the effective date of an applicable Statement of Work an initial baseline customer satisfaction survey using the content and process approved by Michaels. Additional customer satisfaction surveys will be performed six months (or other time agreed by the Parties) in accordance with Exhibit 18 by Supplier. Supplier agrees that increased measured customer satisfaction shall be a key component in Supplier’s program for performance incentive for the compensation of the Key Supplier Personnel. Supplier shall be responsible for all costs associated with conducting customer satisfaction surveys by Supplier.

10.2 Disputes. In the event that Michaels disputes the results of a customer satisfaction survey, Michaels may, at its expense, engage a third party unaffiliated with Michaels and that is not a Supplier Competitor to conduct another customer satisfaction survey in accordance with Section 10.1 , and the results of such survey shall be binding on the Parties. For clarity, disputes under this Section 10.2 do not include issues related to Supplier’s failure to perform customer satisfaction surveys in accordance with the procedures set forth in Section 10.1 . In such event Supplier shall re-perform the applicable survey in a manner that conforms to Section 10.1 .

10.3 Benchmarking Process. At any time after the first anniversary of the Effective Date, Michaels may in its sole discretion, instruct the Benchmarker to conduct the Benchmarking Process at any time and with regard to any Statement of Work or combination of Statements of Work.

10.4 Benchmarking Overview. The Parties, in conjunction with the Benchmarker, shall determine the Benchmarking Process within 30 days after Michaels’ request. As part of the Benchmarking Process, the Benchmarker shall compare the applicable fees to the fees of offerings of a like mix of volumes and types of services offered by Tier One Offshore Service Providers (including Supplier) to customers who are similarly situated to Michaels (“ Comparable Deals ”). The Benchmarker shall select a representative sample of Comparable Deals from no less than 4 and no more than 6 Comparable Deals. The Benchmarker shall normalize the fees

of Comparable Deals utilizing factors suggested by the Parties and approved by the Benchmarker as part of the determination of the Benchmarking Process, which factors may include, the scope and volume of the services, the service locations, the term of the agreement, transition cost, service levels, the service delivery model and the commitments described in Section 18.10 . The Benchmarking Process shall be conducted by a Benchmarker chosen by Michaels from the list of Benchmarkers specified on Exhibit 19 , and Michaels shall pay the fees charged by the Benchmarker to conduct the Benchmarking Process. If the Benchmarkers are no longer providing the services required to conduct the Benchmarking Process or are otherwise unavailable at the time Michaels elects to conduct the Benchmarking Process, the Parties shall promptly designate a replacement Benchmarker. If the Parties do not agree within 15 days on a replacement Benchmarker, Michaels shall designate the Benchmarker in its sole discretion, provided that such Benchmarker shall not be a Supplier Competitor. Supplier shall at its expense cooperate with and assist the Benchmarker and any other third parties involved in the Benchmarking Process, including providing data relating to the provision of the Services, as requested by Michaels or the Benchmarker. For clarity, Supplier shall not be required to provide (a) data that reveals its cost to provide the Services in connection with the Benchmarking Process except in the case of Pass-Through Expenses or (b) data or information protected by confidentiality obligations to other customers of Supplier.

10.5 Benchmark Results Review and Adjustments.

(a) Michaels and Supplier shall review the Benchmark Results during the Benchmark Review Period. If either Party has reason to believe that the Benchmarker’s report contains material errors (each, a “ Claimed Error ”), such Party shall notify the Benchmarker during the Benchmark Review Period of such Claimed Error and shall provide any documentation and information necessary to support the Claimed Error and shall copy the other Party on all such correspondence. The Benchmarker shall review any Claimed Error and meet with the Parties for a time period determined by the Benchmarker to resolve the Claimed Error and make corresponding adjustments to the Benchmarker’s findings, if any, prior to issuing the final benchmarking report (“ Benchmarking Report ”). If either Party determines that any Claimed Error is not likely to be resolved through additional consultation with the Benchmarker, at such Party’s request, the Claimed Error will be resolved through the alternative dispute resolution process described in Section 10.6 and the resolution of the Claimed Error as set forth in the final report of CPR shall be incorporated into the Benchmarking Report and shall be binding on the Parties.

(b) If any Fees paid by Michaels to Supplier with respect to a Statement of Work that is subject to the Benchmarking Process are more than 10% higher than the pricing contained in the Benchmark Results for such Statement of Work, Supplier shall then reduce the Fees in a manner that Supplier’s Fees are no more higher than by 10% of the Benchmark Results. If any Service Levels are lower than the applicable service levels contained in the Benchmark Results for such Statement of Work, Supplier shall either increase the Service Levels to match the applicable service levels contained in the Benchmark Results for such Statement of Work, or reduce its Fees proportionately to adjust for the difference between the Service Levels and the applicable service levels contained in the Benchmark Results for such Statement of Work. In no event will Supplier increase the Fees as a result of any benchmarking.

10.6 Benchmarking Disputes . If the Parties fail to agree on a replacement Benchmarker in accordance with Section 10.4 , or fail to agree to the Benchmarking Process within 30 days after Michaels notifies Supplier that it intends to initiate the Benchmarking Process, or if either Party disputes the Benchmark Results, the Parties shall immediately escalate the disputed issues (“ Issues ”) via the dispute resolution process set forth in Article 24 ; provided that if any unresolved Issues remain after each Party has considered the Issues in accordance with Section 24.1(c) , then either Party may submit such Issues to the International Institute for Conflict Prevention & Resolution (www.cpradr.org, “ CPR ”) and such Issues shall be finally resolved by arbitration in accordance with the CPR Rules for Non-Administered Arbitration by three independent and impartial arbitrators, of whom each Party shall designate one in accordance with the ‘screened’ appointment procedure provided in CPR Rule 5.4. The Parties shall use all reasonable efforts to resolve the Issues within 30 days after their submission to arbitration under this Section 10.6 and the decision of the arbitrators with respect to such Issues shall be binding on the Parties. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. and judgment upon the decision rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Dallas, Texas. If a Party fails to participate in the dispute resolution procedures described in Article 24 , the other Party can commence arbitration prior to the expiration of the time periods set forth in Article 24 .

11. SERVICE LOCATIONS.

11.1 Service Locations. The Services shall be provided to Michaels solely from: (a) the Michaels Service Locations; (b) Supplier Service Locations; and (c) any other location for which Supplier has received Michaels’ approval, to be given in Michaels’ sole discretion but acting in good faith. Exhibit 6 , which contains the list of Service Locations, will designate which Services may be provided from each Service Location. Supplier and Supplier Agents may not provide or market services to a third party or to itself from a Michaels Service Location without Michaels’ consent, to be given in Michaels’ sole discretion.

11.2 New Service Locations. If Supplier requests Michaels’ approval to provide Services from a location other than a location described in Section 11.1 , Supplier shall provide to Michaels a written relocation proposal that sets forth a description of the proposed new location, the reasons for the proposed relocation, how the relocation will be beneficial to Michaels in terms of performance and other relevant measures, as well as any other information requested by Michaels. Supplier shall specify in the relocation proposal the amount of Supplier’s cost reductions, if any, resulting from the relocation that Supplier will pass-through to Michaels in the form of reduced Fees. Michaels may, in its sole discretion but acting in good faith, approve or reject any proposal submitted by Supplier pursuant to this Section 11.2 . Any incremental costs incurred by Michaels as a result of a relocation requested by Supplier to any location other than the locations described in Section 11.1 shall be paid by Supplier or reimbursed to Michaels by Supplier unless otherwise agreed by the Parties. If for reasons other than Supplier’s breach, Michaels requires Supplier to relocate from an existing Michaels Service Location to another Service Location, Michaels shall pay Supplier any reasonable costs of that relocation and any incremental costs to Services resulting from such relocation, in each case as agreed by the Parties in advance. If for reasons other than Supplier’s breach, Michaels requires Supplier to relocate from an existing Supplier Service Location to another Service Location, such relocation shall be addressed through the Change Management Process.

11.3 Safety and Security Procedures. Supplier shall maintain and enforce at all Supplier Service Locations safety and security procedures that are at least equal to the most stringent of the following: (a) industry standards for locations similar to the applicable Service Locations; (b) the procedures in effect at locations of other Supplier customers receiving services similar to the Services; (c) those procedures in effect at a Michaels Service Location, including applicable procedures that implement Michaels Policies and the safety and security procedures set forth in Exhibit 7 ; and (d) any higher standard required by Law. Michaels continues to retain responsibility for maintaining and enforcing at all Michaels Service Locations safety and security procedures consistent with the standards prescribed in this Section 11.3 .

12. SUPPLIER STAFF

12.1 Supplier Account Manager. Supplier shall appoint an individual (the “ Supplier Account Manager ”) who from the Effective Date of this Agreement shall serve, on a full-time basis, as the primary Supplier representative under this Agreement. Supplier’s appointment of any Supplier Account Manager shall be subject to Michaels’ prior approval. The Supplier Account Manager shall: (a) have overall responsibility for managing and coordinating the performance of Supplier’s obligations under this Agreement; and (b) be a single point of contact for and on behalf of Supplier with respect to all matters relating to this Agreement.

12.2 Key Supplier Personnel. With respect to the Key Supplier Personnel, the Parties agree as follows:

(a) All Key Supplier Personnel shall be dedicated to the Michaels account on a full-time basis unless otherwise specified on Exhibit 8 .

(b) Before assigning an individual to a Key Supplier Personnel position, whether as an initial assignment or as replacement, Supplier shall: (i) notify Michaels of the proposed assignment; (ii) introduce the individual to appropriate representatives of Michaels; (iii) provide Michaels with a resume and any information regarding the individual that may be reasonably requested by Michaels; and (iv) obtain Michaels’ written approval for such assignment.

(c) Supplier shall not replace or reassign: (i) the Supplier Account Manager for 36 months from the date such individual begins his or her tenure in that position; (ii) the Supplier Transition Manager until 30 days after the completion of all Transition Services; or (iii) any other Key Supplier Personnel for: (A) 24 months from the date such individual begins his or her tenure in that position, where such date occurs within Contract Year 1 or Contract Year 2; or (B) 18 months from the date such individual begins his or her tenure in that position, where such date occurs in Contract Year 3 or at anytime thereafter, (and, without limiting the foregoing 24 month-obligation or 18 month-obligation (as the case requires), if any of the Key Supplier Personnel has duties in connection with a particular discrete Project, until the completion of such Project), unless, in each case, Michaels consents in its sole discretion to such replacement or reassignment, or such individual: (W) voluntarily resigns from Supplier; (X) is terminated by Supplier (including being dismissed by Supplier for misconduct); (Y) fails to perform his or her duties and responsibilities pursuant to this Agreement; or (Z) is unable to work due to disability.

(d) If Michaels determines that any Key Supplier Personnel should not continue in his or her position, Michaels may in its sole discretion based on reasonable business judgment and upon notice to Supplier require the immediate removal of such Key Supplier Personnel from the Supplier Staff.

(e) Supplier shall maintain backup procedures and conduct replacement procedures for Key Supplier Personnel as necessary to assure an orderly succession for Key Supplier Personnel removed from the account for any reason. Upon Michaels’ request, Supplier shall make such procedures available to Michaels.

(f) Supplier shall make the Key Supplier Personnel available for meetings with Michaels personnel in accordance with Exhibit 5 and otherwise upon Michaels’ request.

12.3 Supplier Staff.

(a) Training and Skills; Removal; Confidentiality. Supplier shall appoint to the Supplier Staff only individuals with suitable training and skills to perform the Services. Supplier shall provide upon Michaels’ request a list of all Supplier personnel dedicated full-time to the Supplier Staff assigned to perform Services at a Michaels Service Location and their respective job titles. Supplier shall notify Michaels as soon as possible after dismissing or reassigning any member of the Supplier Staff whose work location is at a Michaels Service Location. Michaels may in its sole discretion from time to time in its reasonable business judgment require Supplier to remove any member of the Supplier Staff assigned to perform Services at a Michaels Service Location from working on the Michaels account, and Supplier shall complete such removal within 24 hours and replace such individual as soon as practicable at no cost to Michaels. If Michaels requires the removal of any Supplier Staff assigned to perform at a Supplier Service Location, Michaels shall provide Supplier with reasonable details of the reasons for removal. In such cases, Supplier will promptly investigate and propose a resolution for Michaels and if Michael does not agree to the resolution, based on its business judgment, Supplier shall remove and replace such Staff as soon as possible. Supplier shall ensure that each member of the Supplier Staff who performs work under this Agreement is informed of Supplier’s confidentiality obligations under this Agreement and agrees in writing to and does comply with such obligations.

(b) Background Checks. Supplier certifies that it has conducted a background check and drug screen that is at least as comprehensive as Michaels’ standard background check and drug screen policy set forth in Exhibit 7 with respect to each member of the Supplier Staff that will work at a Michaels Service Location for 5 days or more in accordance with the Michaels background screening requirements for non-employees set forth in Exhibit 7 prior to such individual’s assignment to work at an Michaels Service Location.

12.4 Turnover of Supplier Staff . Michaels and Supplier agree that it is in their best interests, in order to maintain consistency within the Supplier Staff, to reduce to the extent possible the number of staff assigned to the Michaels account who leave the Michaels account during any Contract Year (i.e., the number of the Supplier Staff that provide Services in a Contract Year that are no longer part of the Supplier Staff at the end of such year excluding removals at the request of Michaels and relieving upon completion of a project for which an individual was assigned) (“ Turnover ”). Accordingly, Supplier shall use all reasonable efforts to

keep the Turnover to a level acceptable to Michaels. Upon Michaels’ request, or if the Turnover exceeds (a) in the case of the information technology services, 20% per Contract Year (except as otherwise set forth in a Statement of Work); and (b) in the case of the business process services, 25% per Contract Year (except as otherwise set forth in a Statement of Work), Supplier shall as soon as reasonably practicable:

(a) provide to Michaels sufficient data to establish the annual Turnover by Contract Year including, in particular, the Turnover Rate among Key Supplier Personnel;

(b) meet with Michaels to discuss the impact of the level of the Turnover; and

(c) submit to Michaels a proposal for reducing the Turnover, which, upon approval by Michaels, shall form part of this Agreement.

12.5 Conduct of Supplier Personnel.

(a) While at the Michaels Service Locations, Supplier and Supplier Agents shall: (i) comply with the requests, rules and regulations of Michaels regarding safety and health, personal and professional conduct (including adhering to the Michaels Policies and general Michaels safety practices or procedures) generally applicable to such Michaels Service Locations; and (ii) otherwise conduct themselves in a businesslike manner.

(b) If Michaels notifies Supplier that a particular member of the Supplier Staff is not conducting himself or herself in accordance with Section 12.5(a) , Supplier shall promptly investigate the matter and take appropriate action which may include: (i) removing the applicable person from the Supplier Staff and providing Michaels with prompt notice of such removal and replacing the applicable person with a similarly qualified individual; or (ii) taking other appropriate disciplinary action to prevent a recurrence. In the event of multiple violations of Section 12.5(a) by a particular member of the Supplier Staff, Supplier shall promptly remove the individual from the Supplier Staff.

12.6 Assignment to Competitors. Supplier shall not assign any Key Supplier Personnel to the account of any Michaels Competitor without Michaels’ prior consent: (a) while such Key Supplier Personnel is assigned to the Michaels account; and (b) for a period of 12 months following the date that such Key Supplier Personnel ceases providing Services.

12.7 Subcontractors.

(a) Michaels acknowledges and agrees that certain Supplier Service Locations utilized to provide the Service hereunder are owned and operated by Supplier’s corporate parent Tata Consultancy Services Ltd (“ TCSL ”). Supplier is permitted to utilize personnel and resources of TCSL and Supplier’s other Affiliates as Supplier Agents and the use of TCSL and Supplier’s other Affiliates as Supplier Agents shall not be construed as subcontracting by Supplier requiring further approval of Michaels. Supplier shall directly render all Services exclusively through its employees and Supplier Agents under its control who are authorized in accordance with this Agreement. Prior to subcontracting any of the Services, Supplier shall notify Michaels of the proposed subcontract and shall obtain Michaels’ approval of such subcontract, which approval may be given in Michaels’ sole discretion. Prior

to making any material modification to any subcontract relating to the Services including material changes to the volume or type of services provided under such subcontract, Supplier shall notify Michaels of the proposed modification and shall obtain Michaels’ approval thereof.

(b) Subcontracting the provision of any portion of the Services in accordance with this Agreement shall not relieve Supplier of any of its obligations under this Agreement. Supplier shall be responsible for the work and activities of each of the Supplier Agents, including such agent’s compliance with the terms of this Agreement (including but not limited to confidentiality obligations). Supplier shall be responsible for all payments to Supplier Agent in connection with the provision of Services.

(c) Michaels may in its sole discretion from time to time in its reasonable business judgment require Supplier to replace any Supplier Agent (other than TCSL and Supplier’s other Affiliates) and Supplier shall complete such replacement as soon as practicable and at no cost to Michaels. In the event that, Michaels believes in its reasonable business judgment that any individual who is a Supplier Agent is a threat to the health, safety or security of any of Michaels’, an Affiliate’s or a third party’s personnel, data or property, or threatens to be, or is in breach of the terms of this Agreement or any Michaels policy or procedure which was previously provided to Supplier, then Supplier shall have the obligation to remove that Supplier Agent from the provision of the Services immediately and, without limiting the foregoing, Michaels shall have the right to restrict such Supplier Agent’s access to any Michaels Service Location or System in its sole discretion.

12.8 No Termination of Employment . For clarity, and without limiting Michaels’ rights under this Article 12 to require the removal of individuals from the Supplier Staff, Michaels will not have the right under this Article 12 to require Supplier, or any Supplier Agent, to terminate any individual’s employment relationship with Supplier or any Supplier Agent.

12.9 Non-Solicitation . During the Term and Termination Assistance Period and for 1 year thereafter: (a) Michaels shall not solicit the employment of any employee of Supplier or any Supplier Agent whether as an employee or contractor of Michaels without the prior consent of Supplier; and (b) Supplier and Supplier Agents shall not solicit the employment of any employee of Michaels or Michaels Agents whether as an employee or contractor of Supplier without the prior written consent of Michaels. It shall not be a violation of this Section 12.9 for a Party to advertise for personnel in generally available media and to hire the other Parties personnel that contact that Party as a consequence of such advertising for so long as such advertisement is not specifically targeted to such personnel of the other Party. The restrictions set forth in this Section 12.9 shall not apply to the hiring by Supplier of any Transitioned Employees.

12.10 Co- Employment . No officer, director or employee of Supplier, Supplier Agent or Affiliate retained by Supplier to provide services to Michaels pursuant to this Agreement, including any Transitioned Employee, shall be deemed to be an employee, agent, or contractor of Michaels. Except for the Transitioned Employees who become Supplier or its Affiliate’s employees upon acceptance by them of an offer of employment made by Supplier pursuant to Exhibit 15 , no officer, director, employee or contractor of Michaels, Michaels’ Agent or Affiliate (including any Affected Employees or Affected Contractors) shall be deemed to be an

employee or agent of Supplier. Nothing in this Agreement shall operate or be construed to limit either Party’s responsibility for the acts or omission of its officer’s, directors or employees, agents or Affiliates, nor shall this Agreement be construed to create a joint employment relationship or otherwise impose liability on either Party as an employer with respect to the employees or agents of the other Party.

12.11 Transitioned Employees . The hiring and employment of Transitioned Employees by Supplier shall be effected in accordance with the terms and conditions set forth in Exhibit 15 . Except as may be agreed by the Parties in accordance with Exhibit 15 , Supplier shall not be obligated to make offer of employment to any Affected Employees or Affected Contractors.

13. GOVERNANCE AND CHANGE CONTROL

13.1 Governance. Supplier shall implement a governance structure and governance procedures as specified in Exhibit 5 . All governance meetings will be hosted at a time and location acceptable to Michaels. Michaels and Supplier may replace or reassign its governance committee members upon notice to the other Party, provided that Supplier shall not replace or reassign its governance committee members unless Michaels consents to such replacement or reassignment. Before assigning an individual to a governance committee, Supplier shall notify Michaels of the proposed assignment, introduce the individual to appropriate Michaels personnel, provide Michaels with any information regarding the individual that may be reasonably requested by Michaels, and obtain Michaels’ approval for such assignment.

13.2 Policies and Procedures Manual. Supplier shall develop and provide the Policies and Procedures Manual, including the Change Management Process therein, to Michaels for Michaels’ review and approval in accordance with the requirements and delivery schedule specified in the Transition Plan. Thereafter Supplier shall update the Policies and Procedures Manual as necessary and shall provide such updated manual to Michaels for its approval.

13.3 Change Management Process. The Change Management Process shall provide, at a minimum, that:

(a) No Change shall be implemented without Michaels’ approval, except as may be necessary on a temporary basis to maintain the continuity of the Services.

(b) With respect to all Changes, Supplier shall: (i) other than those Changes made on a temporary basis to maintain the continuity of the Services, schedule changes so as not to unreasonably interrupt Michaels’ business operations; (ii) prepare and deliver to Michaels each month a rolling schedule for ongoing and planned Changes for the next 90-day period; and (iii) monitor the status of Changes against the applicable schedule.

(c) With respect to any Change made on a temporary basis to maintain the continuity of the Services, Supplier shall document and provide to Michaels notification of the change no later than the next business day after the Change is made.

13.4 No Liability for Changes Not Approved. Michaels shall have no liability for any activities of Supplier, including the provision of Systems or Services, that are undertaken pursuant to a Change unless such Change has been approved by Michaels in accordance with the Change Management Process.

14. PROPRIETARY RIGHTS.

14.1 Ownership of Background Technology and Derivative Works. Each Party shall have and retain exclusive ownership of its Background Technology, including any Intellectual Property Rights therein. Michaels shall have and retain exclusive ownership of all Michaels Derivative Works, Michaels Software, Commissioned Materials, and Work Product, in each case including any Intellectual Property Rights therein. Supplier shall have and retain exclusive ownership of all of Supplier Software and Supplier Derivative Works, including any Intellectual Property Rights therein. All rights not expressly granted in this Article 14 with respect to the software, works and materials described in this Section 14.1 are reserved to the owner thereof.

14.2 Michaels Software. Other than the standard Third Party Software licensed by Supplier and used in the performance of Services, Michaels retains the ownership and financial responsibility for procuring and providing to Supplier any Third Party Software as necessary in connection with the performance of Services, as mutually agreed by the parties, acting reasonably. Any exception to the forgoing shall be agreed to by the Parties within Exhibit 4 or applicable Statement of Work. Michaels hereby grants to Supplier, during the Term and Termination Assistance Period, a worldwide, fully-paid, royalty-free, non-exclusive, non-transferable, license to Use the Michaels Proprietary Software and, subject to the terms of the applicable third party agreements (including the confidentiality and use restrictions therein), the Michaels Third Party Software; in each case solely as necessary to provide the Services. Supplier may permit, subject to the terms of the applicable third party agreements (including the confidentiality and use restrictions therein), Supplier Agents to Use the Michaels Software solely to provide those Services that such Supplier Agents are responsible for providing .

14.3 Supplier Software.

(a) Supplier shall provide Michaels with access to Supplier Software during the Term and Termination Assistance Period to the extent such access is reasonably necessary for Michaels to receive or use the Services, including the Supplier commitments under Section 18.10 . Prior to using any Supplier Software to provide the Services, Supplier shall: (i) provide Michaels with reasonable details (including any cost upon termination) of such Software to for Michaels’ review and approval; (ii) with respect to Supplier Third Party Software, use all reasonable efforts to obtain from the applicable vendor the right to assign to Michaels or Successor at no cost the applicable software license agreement; (iii) obtain the Supplier Consents; and (iv) if Supplier is unable to obtain such right, prior to using such Software, notify Michaels of the approximate cost of obtaining such right or obtaining a separate license to such Software. Upon Michaels’ request, Supplier shall provide Michaels with a list of all Supplier Software being used to provide the Services to Michaels as of the date of such request.

(b) Supplier hereby grants to Michaels during the Term and Termination Assistance Period a worldwide, fully paid , royalty-free, non-exclusive, non-transferable license to use the Supplier Software if and to the extent necessary in connection with the receipt and use of the Services, and to permit Authorized Users to access and use the Supplier Software if and to the extent necessary in connection with receipt of Services as contemplated in this Agreement.

14.4 Commissioned Materials. Supplier shall provide to Michaels all Commissioned Materials promptly after the completion thereof, including the complete source code and object code of the Software therein. Michaels hereby grants to Supplier during the Term and Termination Assistance Period a worldwide, fully-paid, royalty-free, non-exclusive, non-transferable, license to Use the Commissioned Materials solely to provide the Services. Supplier may permit Supplier Agents to Use the Commissioned Materials solely to provide those Services that such Supplier Agents are responsible for providing.

14.5 Michaels-Owned Materials. Supplier hereby does, and shall cause all Supplier Agents to, irrevocably and unconditionally assign to Michaels upon creation without further consideration all right, title, and interest in any Michaels Derivative Works, Commissioned Materials, and Work Product (collectively, “ Michaels-Owned Materials ”), and all Intellectual Property Rights therein. If any Intellectual Property Rights, including artists’ rights and moral rights, in Michaels-Owned Materials, cannot (as a matter of law) be assigned by Supplier or Supplier Agents to Michaels as provided above, then: (a) Supplier unconditionally and irrevocably does, and shall cause all Supplier Agents to, waive the enforcement of such rights and all claims and causes of action of any kind against Michaels with respect to such rights; and (b) to the extent that Supplier or Supplier Agents cannot (as a matter of law) make such waiver, Supplier unconditionally grants, and shall cause all Supplier Agents to grant, to Michaels an exclusive (without reservation), perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights: (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, and digitally perform, and otherwise use and exploit the Michaels-Owned Materials in any medium or format, whether now known or hereafter discovered; (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from such Michaels Owned Material or any derivative works thereof; and (iii) to exercise any and all other present or future rights not yet known in the Michaels-Owned Materials. Supplier shall not include any Supplier Background Technology in any Michaels-Owned Materials unless Supplier grants to Michaels a perpetual, irrevocable license to exercise all Intellectual Property Rights in such Background Technology, provided that Michaels may not separate any Supplier Background Technology from the applicable Michaels Owned Materials for use or commercial exploitation of such Supplier Background Technology other than in connection with the Michaels Owned Material in which such Supplier Background Technology is incorporated. Supplier hereby assigns, and shall cause all Supplier Agents to assign, to Michaels any and all claims, past, present, or future, of any nature whatsoever, Supplier or Supplier Agents may have for infringement, misappropriation, or violation of any Intellectual Property Right assigned to Michaels pursuant to this Agreement.

14.6 Further Assurances. Supplier shall, and shall cause all Supplier employees, Supplier Agents and employees and contractors of Supplier Agents (in each case, whether former or current) to: (a) cooperate with and assist Michaels and its designees, both during and after the Term, in perfecting, maintaining, and enforcing Michaels’ or its designees’ rights in all right, title, and

interest in any Michaels-Owned Materials, including all Intellectual Property Rights thereto; and (b) execute and deliver to Michaels any documents or take any other actions as may reasonably be necessary, or as Michaels may reasonably request, to perfect, maintain, protect, or enforce Michaels’ or its designees’ rights in such materials or otherwise carry out the purpose of this Article 14 .

14.7 Supplier IP. Notwithstanding anything to the contrary contained in this Agreement, Michaels acknowledges and agrees that nothing contained in this Agreement shall be construed to effect a transfer or conveyance by Supplier to Michaels and Supplier is not transferring the ownership or title to or granting any exclusive license for, any of Supplier Background Technology, Supplier Software or any other Supplier pre-existing Intellectual Property material or Derivative Works thereof (collectively, “ Supplier IP ”). The assignment and waiver provisions set forth in this Agreement shall not apply to Supplier IP and nothing in this Agreement shall be construed as preventing Supplier to continue to own and use Supplier IP in any manner. Supplier agrees not to include any Supplier Software or any other Supplier pre-existing Intellectual Property material or Derivative Works thereof in any Michaels Owned Material without obtaining prior written approval of Michaels. To the extent practicable, Supplier will make good faith efforts to identify and obtain prior approval of Michaels for incorporating Supplier Background Technology in any Michaels Owned Material. To the extent that any Supplier IP is incorporated in

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