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"Charges" shall mean all of the compensation payable to National with respect to the Services, as set forth in Exhibit 2. "Claim" shall mean any civil, criminal, administrative or investigative action or proceeding against a Party. "Compliance Requirements" shall mean the requirements of the Securities and Exchange Commission Act of 1934 and all amendments thereto, including the Sarbanes-Oxley Act of 2002, and any similar, future Securities and Exchange Commission requirements, and any requirements and rules pertaining thereto established by Law, including requirements imposed by auditing standards or reporting requirements promulgated by the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board or the Securities and Exchange Commission. "Computing Systems" shall have the meaning set forth in Section 8.03(1). "Confidential Information" of IRC or National shall mean all information and documentation of IRC and National, respectively, whether disclosed to or accessed by IRC or National in connection with this Agreement, including (1) with respect to IRC all IRC Data and all information of IRC or its customers, suppliers, contractors and other third parties doing business with IRC, including any such information of IRC that is not permitted to be disclosed to third parties under local laws or regulations, (2) with respect to IRC and National, the terms of this Agreement and (3) any information developed by reference to IRC's or National's information. "Consents" shall mean all licenses, consents, authorizations and approvals that are necessary to allow National and National Agents to use (a) IRC's owned and leased assets, (b) the services provided for the benefit of IRC under IRC's third- party services contracts, (c) the IRC Software, (d) any National Software and Tools, (e) any assets owned or leased by National and (f) any third -party services retained by National to provide the Services during the Term and the Termination Assistance Period. All Consents shall be in writing. "Contract Year" shall mean each 12 -month period commencing on the Effective Date and thereafter upon the completion of the immediately preceding Contract Year. "Control" and its derivatives, shall mean, with regard to any entity, the legal, beneficial or equitable ownership, directly or indirectly, of 50 percent or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights, or effective control of the activities of such entity regardless of the percentage of ownership. "Data Safeguards" shall have the meaning set forth in Section 18.02. "Deployment" shall have the meaning given in Section 5.01. "Deployment Plan" shall have the meaning given in Section 5.01. 71