CONTRIBUTION AND DISTRIBUTION AGREEMENT

Exhibit 10.1

CONTRIBUTION AND DISTRIBUTION AGREEMENT

between

FIDELITY NATIONAL INFORMATION SERVICES, INC.

and

LENDER PROCESSING SERVICES, INC.

dated as of June 13, 2008

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

CONTRIBUTION AND DISTRIBUTION AGREEMENT

           CONTRIBUTION AND DISTRIBUTION AGREEMENT , dated as of June 13, 2008 (this “ Agreement ”), between Fidelity National Information Services, Inc. , a Georgia corporation (“ FIS ”), and Lender Processing Services, Inc. , a Delaware corporation (“ LPS ”).

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

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

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

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

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

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

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ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Split Dollar Plan ” has the meaning set forth in Section 2.2(a)(vi).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 1.2. Interpretation.

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

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

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

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

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

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

ARTICLE II

THE ASSET CONTRIBUTION, THE DISTRIBUTION AND THE DEBT EXCHANGE

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

     (a) On the Asset Contribution Date, FIS shall transfer, or cause to be transferred, to LPS all right, title and interest of FIS in and to all of the Subject Securities and all right, title and interest of FIS in and to the Other Assets, in exchange for (i) that number of shares of LPS Common Stock (the “ LPS Shares ”) as shall be determined in accordance with the formula set forth in the Spin-off Declaration, to be issued and delivered to FIS on or prior to the Distribution Date, (ii) one or more senior notes, designated as Term A Notes and Term B Notes, together with certain other bond indebtedness (collectively, the “ LPS Notes ”), all issued by LPS to and in favor of FIS in the aggregate original principal amount of up to approximately $1.6 billion, in the form of and containing the terms set forth in Exhibit A (the form of the LPS Term A Notes), Exhibit B (the form of the LPS Term B Notes, and Exhibit C (the form of the LPS bond indebtedness), all to be delivered to FIS on or prior to the Distribution Date, and (iii) the assumption by LPS of the Assumed Liabilities, as evidenced by the Assumption Agreement, to be effective on the Asset Contribution Date; and

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

          SECTION 2.2. Asset Contribution Deliverables; Distribution Date Deliverables .

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

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

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

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

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

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

     (v) FIS or the applicable member of the FIS Group shall assign to LPS (or the applicable member of the LPS Group), and LPS or the applicable member of the LPS Group shall assume from FIS (or the applicable member of the FIS Group), all of FIS’s right, title, and interest in and to, and all obligations and liabilities of FIS or any member of the FIS Group under, all individual employment, termination, retention, severance or other similar contracts or agreements with each Transferred Employee and all of the rights, interests, responsibilities, obligations and liabilities as the employer under such contracts and agreements, including without limitation those employment agreements listed on Schedule 2.2(a) ; and

     (vi) FIS or the applicable member of the FIS Group shall assign to LPS (or the applicable member of the LPS Group), and LPS or the applicable member of the LPS Group shall assume from FIS (or the applicable member of the FIS Group), the obligations of FIS or any member of the FIS Group for each Transferred Employee under the Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (the “ Split Dollar Plan ”) and the life insurance policies issued thereunder and all of the obligations and benefits as the employer under the Split Dollar Plan and such life insurance policies.

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

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

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

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

          SECTION 2.3. Spin-off .

     (a) Pursuant to the approval of the Spin-off by the board of directors of FIS and its declaration of the Spin-off dividend (the “ Spin-off Declaration ”), following the Asset Contribution but before the Distribution Date, FIS shall deliver to the Transfer Agent certificates representing the shares of LPS Common Stock to be delivered to the holders of FIS common stock entitled thereto in connection with the Spin-off, and the Transfer Agent shall thereafter distribute on the Distribution Date to each holder (other than FIS or any FIS Subsidiary) of record of common stock of FIS, as of the close of business on the Record Date, such number of shares of LPS Common Stock as shall be determined in accordance with the formula set forth in the Spin-off Declaration.

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

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

          SECTION 2.4. Debt Exchange . Prior to the Spin-off, LPS shall issue to FIS the LPS Notes. The LPS Notes will be issued under appropriate agreements and instruments to which LPS shall become a party prior to its issuance of the LPS Notes. The Parties acknowledge and agree that in connection with the Spin-off, FIS intends to exchange all of the LPS Notes for

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its existing Tranche B Term Loan indebtedness issued under the FIS 2007 Credit Agreement. The holders of the Tranche B Term Loan indebtedness intend to syndicate or place the obligations of LPS under the various credit facilities and with various groups of lenders and debtholders. LPS agrees, and agrees to cause the LPS Subsidiaries to, execute and deliver to FIS or any other person such further documents, agreements and instruments, and take such further action, as FIS may at any time reasonably request in order to consummate and make effective, in the most expeditious manner practicable, the Debt Exchange and such subsequent syndication and placement, as contemplated by this Section 2.4.

ARTICLE III

NO REPRESENTATIONS AND WARRANTIES

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

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

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ARTICLE IV

ACCESS TO INFORMATION AND RECORDS

          SECTION 4.1. Access to Information .

     (a) Information Access Available . The Parties intend that effective upon the Asset Contribution, all books and records, documents, agreements, data, files and other materials, whether written or electronically stored (as applicable to each Party, its “ Records ”), relating to the Subject Companies or the Other Assets, or arising out of or in connection with the operation of the Transferred Business, shall be delivered by FIS to LPS. To the extent that (i) Records owned or in the possession of one Party (in such capacity, the “ Providing Party ”) created prior to the Distribution Date also include therein (imbedded, as a part of or as a separate segment) information relating to the other Party (in such capacity, the “ Requesting Party ”) or relating to the Requesting Party’s business, assets, liabilities or operations, then during the Retention Period (as defined in Section 4.3), the Providing Party will provide to the Requesting Party, and will cause its respective Group members and Representatives to provide to the Requesting Party, upon reasonable advance written request and otherwise in accordance with the requirements of this Section 4.1, reasonable access during normal business hours and at the expense of the Requesting Party to all such Records owned or in the possession of the Providing Party and its Subsidiaries, if such access is reasonably required by the Requesting Party in connection with the Requesting Party’s financial reporting and accounting matters, the preparation of and filing of any tax returns or the defense of any tax claim or assessment, the prosecution or defense of any litigation or other dispute with third parties, the preparation and filing of reports and other materials with any Governmental Entity or any other bona fide purpose, provided that such access does not unreasonably disrupt the normal operations of the Providing Party or any of its Subsidiaries. Subject to the confidentiality provisions set forth in Section 4.2 and any other security obligations as the Providing Party may reasonably deem necessary, the Requesting Party may have all requested information duplicated at the Requesting Party’s expense. Alternatively, the Providing Party may choose to deliver, at the Requesting Party’s expense, all requested information to the Requesting Party in the form requested by the Requesting Party. The Providing Party will notify the Requesting Party in writing at the time of delivery if such information is to be returned to the Providing Party. In such case, the Requesting Party will return such information when no longer needed to the Providing Party at the Requesting Party’s expense. In connection with providing information pursuant to this Section 4.1, the Providing Party hereto will, upon the request of the Requesting Party and upon reasonable advance notice, make available during normal business hours its respective employees (and those employees of its respective Group members and Representatives, as applicable) to the extent that they are reasonably necessary to and explain all requested information with and to the Requesting Party, provided that such access does not unreasonably disrupt the normal operations of the Providing Party or any of its Subsidiaries. Each Providing Party shall be entitled to reimbursement from the Requesting Party, upon the presentation of invoices therefor, for all reasonable out-of-pocket costs and expenses (excluding allocated compensation and overhead expenses) as may be reasonably incurred in providing information pursuant to this Section 4.1(a).

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

     (c) Access for LPS Public Filings . Without limiting the generality of the provisions of Section 4.1(a), FIS agrees to cooperate fully, and cause FIS’s auditors to cooperate fully, with LPS to the extent requested by LPS in the preparation of LPS’s press releases, Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by LPS with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “ LPS Public Filings ”). FIS agrees to provide to LPS all information that LPS reasonably requests in connection with any LPS Public Filings or that, in the judgment of LPS, is required to be disclosed or incorporated by reference therein under any law, rule or regulation. FIS will provide such information in a timely manner on the dates reasonably requested by LPS (which may be earlier than the dates on

which FIS otherwise would be required hereunder to have such information available) to enable LPS to prepare, print and release all LPS Public Filings on such dates as LPS will reasonably determine but in no event later than as required by applicable law. FIS will use its commercially reasonable efforts to cause FIS’s auditors to consent to any reference to them as experts in any LPS Public Filings required under any law, rule or regulation. FIS will authorize its auditors to make available to LPS and its auditors both the personnel who performed, or are performing, the annual audit of FIS and work papers related to the annual audit of FIS, in all cases within a reasonable time prior to the opinion date of LPS’s auditors, so that such auditors are able to perform the procedures they consider necessary within sufficient time to enable LPS to meet a reasonable timetable for the release of the related audited financial statements. If and to the extent requested by LPS, FIS will diligently and promptly review all drafts of such LPS Public Filings and prepare in a diligent and timely fashion any portion of such LPS Public Filing pertaining to FIS. Prior to any printing or public release of any LPS Public Filing, an appropriate executive officer of FIS will, if requested by LPS, certify on behalf of FIS that the information relating to FIS or any FIS Subsidiary in such LPS Public Filing is accurate, true, complete and correct in all material respects. Prior to the release or filing thereof, LPS will provide FIS with a draft of any portion of an LPS Public Filing containing information relating to FIS or any FIS Subsidiary and will give FIS an opportunity to review such information and comment thereon; provided that LPS will determine in its sole and absolute discretion the final form and content of all LPS Public Filings.

     SECTION 4.2. Restrictions on Disclosure of Information .

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

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

     (c) Legally Required Disclosure of Information . If either Party or any of its respective Group members or Representatives becomes legally required to disclose any information (the “ Disclosing Party ”) that it is otherwise obligated to hold in strict confidence pursuant to Sections 4.2(a) or 4.2(b), such Party will promptly notify the other Party (the “ Owning Party ”) and will use all commercially reasonable efforts to cooperate with the Owning Party so that the Owning Party may seek a protective order or other appropriate remedy and/or waive compliance with this Section 4.2. All expenses reasonably incurred by the Disclosing Party in seeking a protective order or other remedy will be borne by the Owning Party. If such protective order or other remedy is not obtained, or if the Owning Party waives compliance with this Section 4.2, the Disclosing Party will (a) disclose only that portion of the information which its legal counsel advises it is compelled to disclose or otherwise stand liable for contempt or suffer other similar significant corporate censure or penalty, (b) use all commercially reasonable efforts to obtain reliable assurance requested by the Owning Party that confidential treatment will be accorded such information, and (c) promptly provide the Owning Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed.

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

a description of the information in detail sufficient to allow the other Party to reasonably assess its potential need to retain such materials.

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

          SECTION 4.5. Other Agreements Regarding Access to Information . The rights and obligations of the Parties under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchang