(a) include all reasonable expenses related to personnel, premises and occupancy, travel and subsistence, communications, professional services costs, fixed asset depreciation and any other operating expenses that may accrue in the course of providing the relevant service, including costs charged to the relevant party in respect of such expenses provided by any of its subcontractors from time to time; and
(b) exclude any tax or any cost, charge, expense or liability incurred as a result of any litigation, violation of law, negligence, wilful misconduct, bad faith or fraud or any other cost, charge, expense or liability that is not either an operating expense or an item that the parties have agreed shall be considered as a part of the expenses.