Common use of Disentanglement Process Clause in Contracts

Disentanglement Process. The Disentanglement process shall begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a Termination Notice is delivered by Sprint. During the Disentanglement process, Amdocs shall perform certain services related to the transition of any terminated Services to Sprint or Sprint's designee as described herein below (the "Disentanglement Services"), including but not limited to, after the Termination Date, certain continuation of the Services or any component thereof (the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested by Sprint, for up to [**] months after the Termination Date (the "Initial Disentanglement Period"), including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to herein as the "Expiration Date"); provided, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs shall not be subject to the application of any Performance Credits, or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint shall not be lessened, to the extent practicable. Except as otherwise explicitly provided in the Agreement, all terms and conditions of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if any.

Disentanglement Process. The Disentanglement process shall begin on the earlier of the following dates: (i) the [**] ninetieth (90th) day prior to the end of the TermInitial Term or of the Renewal Period, as the case may be; or (ii) the date a Termination Notice is delivered by SprintNextel. During the Disentanglement process, Amdocs shall perform certain services related to the transition of any terminated Services to Sprint Nextel or SprintNextel's designee as described herein below (the "Disentanglement Services"), including but not limited to, after the Termination Date, certain continuation of the Services or any component thereof (the "Continuation Services"). Amdocs' obligation to perform the Services, and SprintNextel's obligation to pay for the Services in accordance with the terms set forth in this Agreement and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the TermInitial Term or of the Renewal Period, as the case may be; or (B) on the applicable Termination Date specified pursuant to Section 6 5 (Term Term, Renewal and Termination); provided, however, that SprintNextel's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested by SprintNextel, for up to [**] six (6) months after the Termination Date (the "Initial Disentanglement Period"), including any extensions thereof under Section 6.4 5.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to herein as the "Expiration Date"); provided, however, that, upon [**] ninety (90) days' prior written notice, Sprint Nextel may extend such Expiration Date by an additional [**] six (6) month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs shall not be subject to the application of any NEXTEL FINANCE COMPANY SEPTEMBER 26, 2000 CUSTOMER CARE AND BILLING SERVICES AGREEMENT CONFIDENTIAL BOSTON 2293071v3 Performance Credits, or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint Nextel shall discuss in good faith a plan for determining the nature and extent of SprintNextel's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint Nextel shall not be lessened, to the extent practicable. Except as otherwise explicitly provided in the Agreement, all terms and conditions of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if any.

Disentanglement Process. The Disentanglement process shall begin on the earlier any of the following dates: (i) the [**] day date SANDAG notifies Contractor that no funds or insufficient funds have been appropriated so that the Agreement shall be terminated for convenience; (ii) the date designated by SANDAG not earlier than sixty (60) days prior to the end of any initial or extended term that SANDAG has not elected to extend pursuant to the TermAgreement or Task Order; or (iiiii) the date a any Termination Notice is delivered by Sprint. During the Disentanglement processdelivered, Amdocs shall perform certain services related if SANDAG or Contractor elects to the transition of terminate any terminated Services to Sprint or Sprint's designee as described herein below (the "Disentanglement Services"), including but not limited to, after the Termination Date, certain continuation all of the Services or any component thereof (the "Continuation Services")services pursuant to this Agreement. Amdocs' Subject to Exhibit A, Scope of Work, Contractor’s obligation to perform the Servicesservices, and Sprint's SANDAG’s obligation to pay for services, shall expire upon termination except that Contractor shall remain obligated to provide Disentanglement services at SANDAG’s request for up to twelve (12) months after any such termination date, and SANDAG shall pay for those services at the Services in accordance with the terms rates set forth in this Agreement and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term Agreement. Contractor and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested by Sprint, for up to [**] months after the Termination Date (the "Initial Disentanglement Period"), including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to herein as the "Expiration Date"); provided, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs shall not be subject to the application of any Performance Credits, or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint SANDAG shall discuss in good faith a plan for determining the nature and extent of Sprint's Contractor’s Disentanglement obligations and for the transfer of Services services in process, process provided, however, that Amdocs' obligations Contractor’s obligation under this Agreement to provide all services necessary for Disentanglement Services reasonably requested by Sprint shall not be lessenedlessened in any respect. Contractor shall develop with the successor contractor or SANDAG staff, a Contract Transition Plan describing the nature and extent of transition services required. This Contract Transition Plan and dates for transferring responsibilities for each division of Work shall be submitted within 30 days of such Notice. Upon completion of SANDAG review, both parties will meet and resolve any additional requirements/differences. Contractor shall be required to the extent practicable. Except perform its Disentanglement obligations on an expedited basis, as otherwise explicitly provided in the Agreementdetermined by SANDAG, all terms and conditions of if SANDAG terminates the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyfor cause.

Disentanglement Process. The In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the Disentanglement process shall begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a that any Termination Notice is delivered by Sprint. During delivered, or, if no Termination Notice has yet been delivered, the Disentanglement processprocess shall begin on the Expiration Date of the Term (as applicable, Amdocs the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew the Term, Vendor shall perform certain services related continue to provide Disentanglement Services, in accordance with this Section 15 or as the Client reasonably requests, until the earlier of a Disentanglement satisfactory to the transition Client has been completed, or a period that may last up to twenty-four (24) months after receipt of any terminated Services the notice of termination of this Agreement or a portion of the Services, subject to Sprint or Sprint's designee Section 15.4.1. As soon as described herein below (the "Disentanglement Services"), including but not limited to, reasonably practicable after the Disentanglement Commencement Date, Vendor and the Client, and any third party service-providers, shall confer and negotiate in good faith to reach mutual agreement on and document within thirty (30) days after such Termination Date, certain continuation a written plan (a “Disentanglement Transition Plan”) that: (a) allocates responsibilities for Disentanglement and transition of the Services or any component thereof (among the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement Parties and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested applicable, such third party service-providers; and (b) sets forth in reasonable detail the respective services to be provided by Sprint, for up to [**] months after each of the Termination Date (the "Initial Disentanglement Period")Parties and such third party service-providers, including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide all Disentanglement Services expires being referred to herein as be performed by Vendor. Unless otherwise agreed by the "Expiration Date"); providedParties in writing, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs plan shall not be subject to the application of in any Performance Credits, respect lessen or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint the Client. Vendor shall not be lessenedupdate such Disentanglement Transition Plan from time to time, as appropriate and subject to the extent practicable. Except as otherwise explicitly provided Client’s reasonable approval, in order to address any impact of any unexpected changes in the AgreementServices or the observed Service Level performance, all terms and conditions or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Vendor may be required to perform its Disentanglement services on an expedited basis, as determined by the Parties in the Disentanglement Transition Plan, if the Client terminates the Term or any portion of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyServices.

Disentanglement Process. The Disentanglement process shall will begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a Termination Notice is delivered by Sprint. During the Disentanglement process, Amdocs shall will perform certain services related to the transition of any terminated Services to Sprint or Sprint's ’s designee as described herein below (the "“Disentanglement Services"”), including but not limited to, after the Termination Date, certain continuation of the Services or any component thereof (the "“Continuation Services"”). Amdocs' ’ obligation to perform the Services, and Sprint's ’s obligation to pay for the Services in accordance with the terms set forth in this Agreement and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall will expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's ’s obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall will remain in effect subsequent to such date. After the Termination Date, Amdocs shall will provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested by Sprint, for up to [**] months after the Termination Date (the "“Initial Disentanglement Period"”), including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' ’ obligation to provide Disentanglement Services expires being referred to herein as the "“Expiration Date"”); provided, however, that, upon [**] days' ’ prior written notice, Sprint may extend such Expiration Date by an up to [**] additional [**] month period periods (the "each, an “Additional Disentanglement Period"” and collectively, the “Additional Disentanglement Periods”). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement PeriodPeriods, if any), the CPSs shall will remain in effect; provided, however, that Amdocs shall will not be subject to the application of any Performance Credits, or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall The Parties will discuss in good faith a plan for determining the nature and extent of Sprint's ’s Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' ’ obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint shall will not be lessened, to the extent practicable. Except as otherwise explicitly provided in the Agreement, all terms and conditions of the Agreement shall will continue to apply during the Initial Disentanglement Period and the during any Additional Disentanglement Period, if anyPeriods.

Disentanglement Process. The ‌ In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the Disentanglement process shall begin on the date that any Termination Notice is delivered, or, if no Termination Notice has yet been delivered, the Disentanglement process shall begin on the date that is nine (9) months prior to the expiration of the Term (as applicable, the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew the Term, Vendor shall continue to provide Disentanglement Services, in accordance with this Section 15 or as the Commonwealth reasonably requests, until the earlier of a Disentanglement satisfactory to the following datesCommonwealth has been completed, or a period that may last up to twenty-four (24) months after receipt of the notice of termination of this Agreement or a portion of the Services. As soon as reasonably practicable after the Disentanglement Commencement Date, Vendor and the Commonwealth, and any third-party service-providers, shall confer and negotiate in good faith to reach mutual agreement on and document within thirty (30) days after such Termination Date, a written plan (a “Disentanglement Transition Plan”) that: (i) allocates responsibilities for Disentanglement and transition of the [**] day prior Services among the Parties and, to the end of the Termextent applicable, such third-party service-providers; or and (ii) sets forth in reasonable detail the date a Termination Notice is delivered respective services to be provided by Sprint. During each of the Parties and such third-party service-providers, including all Disentanglement process, Amdocs shall perform certain services related to the transition of any terminated Services to Sprint or Sprint's designee as described herein below (be performed by Vendor. Unless otherwise agreed by the "Disentanglement Services")Parties in writing, including but not limited to, after the Termination Date, certain continuation of the Services or any component thereof (the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested by Sprint, for up to [**] months after the Termination Date (the "Initial Disentanglement Period"), including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to herein as the "Expiration Date"); provided, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs plan shall not be subject to the application of in any Performance Credits, respect lessen or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint the Commonwealth. Vendor shall not update such Disentanglement Transition Plan from time to time, as appropriate and subject to the Commonwealth’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level performance, or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Vendor shall be lessenedrequired to perform its Disentanglement services on an expedited basis, as determined by the Commonwealth, if the Commonwealth terminates the Term or any portion of the Services pursuant to Sections 14.5 or 14.6 hereof. For avoidance of doubt, in the event of a termination pursuant to Section 14.7, no Disentanglement Services shall be provided after the Termination Date unless approved by the Commonwealth in writing. Periodically throughout the Term, and at any time upon the Commonwealth’s request, Vendor shall provide to the Commonwealth such Documentation and other information regarding the performance of Services, or the use, operation, support and maintenance of the Systems and all associated Software (including any applications developed as part of the Services), hardware, networks and equipment, as is collectively sufficient to enable reasonably skilled personnel of the Commonwealth, or reasonably skilled personnel of a third-party service-provider, to understand the provision of any terminated Services and the use, operation, support, and maintenance use of the Systems. Vendor shall also provide sufficient Documentation for all upgraded or replacement Software, hardware, and network components within a reasonable time following installation. To the extent practicable. Except as otherwise explicitly provided that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the Agreementindustry for such Software, all terms hardware, or network components and conditions allows a reasonably skilled personnel of a third-party service-provider to reasonably comprehend the proper use, operation, support, and maintenance of such Software, hardware, or network components. To the extent any such Documentation relates to proprietary Vendor Software that is commercially available, Vendor shall provide the Commonwealth with such Documentation as accompanies such commercially available Software, except that if such Documentation is insufficient to allow persons who meet the qualifications of Vendor Personnel set forth in this Agreement to fully comprehend the use, operation, support, and maintenance of such proprietary Vendor Software, then Vendor shall continue to apply during create and provide the Initial Disentanglement Period and the Additional Disentanglement PeriodCommonwealth with sufficient additional Documentation in a timely manner, if anyat no charge.

Disentanglement Process. The In the event of expiration of the Term or termination of this Agreement in its entirety or any portion of the Services is terminated , the Disentanglement process shall begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a that any Termination Notice is delivered by Sprint. During delivered, or, if no Termination Notice has yet been delivered, the Disentanglement processprocess shall begin on the expiration date of the Term or Termination Date (as applicable, Amdocs the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to extend the Term, Contractor shall perform certain services related continue to provide Disentanglement Services, in accordance with this Section 10 or as the County reasonably requests, until the earlier of a Disentanglement satisfactory to the transition of any terminated Services to Sprint County has been completed, or Sprint's designee as described herein below twelve (the "Disentanglement Services"), including but not limited to, 12) months after the expiration of the Term or Termination Date, certain continuation as appropriate. As soon as reasonably practicable after the Disentanglement Commencement Date, Contractor and the County, and any third party service providers, shall confer and negotiate in good faith to reach mutual agreement on and document a written plan (a “Disentanglement Transition Plan”) that: (a) allocates responsibilities for Disentanglement and transition of the Services or any component thereof (among the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement Parties and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested applicable, such third party service providers; and (b) sets forth in reasonable detail the respective services to be provided by Sprint, for up to [**] months after each of the Termination Date (the "Initial Disentanglement Period")Parties and such third party service providers, including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide all Disentanglement Services expires being referred to herein as be performed by Contractor. Unless otherwise agreed by the "Expiration Date"); providedParties in writing, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs plan shall not be subject to the application of in any Performance Credits, respect lessen or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' eliminate Contractor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint the County. Contractor shall not be lessenedupdate such Disentanglement Transition Plan from time to time, as appropriate and subject to the extent practicable. Except as otherwise explicitly provided CIO’s reasonable approval, in order to address any impact of any unexpected changes in the AgreementServices or the observed Service Level performance, all terms and conditions or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Contractor shall be required to perform its Disentanglement Services on an expedited basis, as determined by the County, if the County terminates this Agreement in its entirety or any portion of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyServices.

Disentanglement Process. The (a) If requested by Client in writing, a Disentanglement process Period will commence as of (i) the specified termination date in a termination notice given by a party if this Agreement or any portion thereof is earlier terminated, or (ii) [***] months prior to the expiration of any Statement of Work (a “Disentanglement Commencement Date”), and shall begin continue for a period of up to [***] months therefrom (collectively, the “Disentanglement Period”). No later than thirty (30) days following a Disentanglement Commencement Date, the parties and any third party service providers shall work in good faith to reach a mutually agreeable agreement on and document a detailed written plan for the separation of equipment, software, data, and documentation owned, licensed or leased by any Service Recipient and used by GMS and all operations performed by GMS, its Affiliates or Subcontractors (a “Disentanglement Transition Plan”) that: (A) allocates responsibilities for Disentanglement and transition of the Services between the parties and, to the extent applicable, such third party service providers; (B) defines phases, tasks, timelines and major milestones identified in transitioning Services back to applicable Service Recipients (or their designees); and (C) sets forth in reasonable detail the respective services to be provided by each of the parties and such third party service providers, including all Services with respect to Disentanglement to be performed by GMS. GMS shall update each such Disentanglement Transition Plan from time to time, as appropriate and subject to Client’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level or KPI performance, or the hardware, software, or other resources used to provide the Services, as such Disentanglement progresses. GMS shall be required to perform its Disentanglement Services on a reasonably expedited basis, as reasonably determined by Client, if Client terminates the Term or any portion of the Services pursuant to Sections 3.3.1(b)(iii), 3.3.1(b)(iv), 3.3.1(b)(v) or 3.3.1(b)(vi). For clarity, GMS’ obligation to provide such Services with respect to any Disentanglement shall terminate on the earlier of the following dates: (i1) the [**] day prior to the end completion of the Term; or (ii) the date a Termination Notice is delivered by Sprint. During the Disentanglement process, Amdocs shall perform certain services related to the transition of any terminated Services to Sprint or Sprint's designee as described herein below (the "Disentanglement Services"), including but not limited to, after the Termination Date, certain continuation of the Services or any component thereof (the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in of this Agreement andAgreement, for or (2) [***] months following the applicable termination date. For the avoidance of doubt, other than during any Disentanglement, GMS shall continue to perform Services underlying such Disentanglement (for the Disentanglement Services including the Continuation Services, which Client shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation continue to pay GMS the Fees for Services rendered prior to during such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested by Sprint, for up to [**] months after the Termination Date (the "Initial Disentanglement Period"Disentanglement), including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to herein as the "Expiration Date"); provided, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs shall not be subject to the application of any Performance Credits, or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint shall not be lessened, to the extent practicable. Except as otherwise explicitly provided in the Agreement, all terms and conditions of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if any.

Disentanglement Process. The In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the Disentanglement process shall begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a that any Termination Notice is delivered by Sprint. During delivered, or, if no Termination Notice has yet been delivered, the Disentanglement processprocess shall begin on the Expiration Date of the Term or Termination Date (as applicable, Amdocs the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to extend the Term, Vendor shall perform certain services related continue to provide Disentanglement Services, in accordance with this Section 15 or as the County reasonably requests, until the earlier of a Disentanglement satisfactory to the transition County has been completed, or a period that may last up to twenty-four (24) months after the Expiration Date or Termination Date of any terminated Services to Sprint this Agreement or Sprint's designee a portion of the Services. As soon as described herein below (the "Disentanglement Services")reasonably practicable, including but not limited tono later than 30 calendar days, after the Termination Disentanglement Commencement Date, certain continuation Vendor and the County, and any third party service providers, shall confer and negotiate in good faith to reach mutual agreement on and document a written plan (a “Disentanglement Transition Plan”) that: (a) allocates responsibilities for Disentanglement and transition of the Services or any component thereof (among the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement Parties and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested applicable, such third party service providers; and (b) sets forth in reasonable detail the respective services to be provided by Sprint, for up to [**] months after each of the Termination Date (the "Initial Disentanglement Period")Parties and such third party service providers, including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide all Disentanglement Services expires being referred to herein as be performed by Vendor. Unless otherwise agreed by the "Expiration Date"); providedParties in writing, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs Transition Plan shall not be subject to the application of in any Performance Credits, respect lessen or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint the County. Vendor shall not be lessenedupdate such Disentanglement Transition Plan from time to time, as appropriate and subject to the extent practicable. Except as otherwise explicitly provided County’s reasonable approval, in order to address any impact of any unexpected changes in the AgreementServices or the observed Service Level performance, all terms and conditions or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Vendor shall be required to perform its Disentanglement services on an expedited basis, as determined by the County in its reasonable sole discretion, if the County terminates the Term or any portion of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyServices.

Disentanglement Process. The In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the Disentanglement process shall begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a that any Termination Notice is delivered by Sprint. During delivered, or, if no Termination Notice has yet been delivered, the Disentanglement processprocess shall begin on the Expiration Date of the Term or Termination Date (as applicable, Amdocs the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to extend the Term, Vendor shall perform certain services related continue to provide Disentanglement Services, in accordance with this Section 15 or as the County reasonably requests, until the earlier of a Disentanglement satisfactory to the transition County has been completed, or a period that may last up to twenty-four (24) months after the Expiration Date or Termination Date of any terminated Services to Sprint this Agreement or Sprint's designee a portion of the Services. As soon as described herein below (the "Disentanglement Services")reasonably practicable, including but not limited tono later than 30 calendar days, after the Termination Disentanglement Commencement Date, certain continuation Vendor and the County, and any third party service providers, shall confer and negotiate in good faith to reach mutual agreement on and document a written plan (a “Disentanglement Transition Plan”) that: (a) allocates responsibilities for Disentanglement and transition of the Services or any component thereof (among the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement Parties and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested applicable, such third party service providers; and (b) sets forth in reasonable detail the respective services to be provided by Sprint, for up to [**] months after each of the Termination Date (the "Initial Disentanglement Period")Parties and such third party service providers, including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide all Disentanglement Services expires being referred to herein as be performed by Vendor. Unless otherwise agreed by the "Expiration Date"); providedParties in writing, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs Transition Plan shall not be subject to the application of in any Performance Credits, respect lessen or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint the County. Vendor shall not update such Disentanglement Transition Plan from time to time, as appropriate and subject to the County’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level performance, or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Vendor shall be lessenedrequired to perform its Disentanglement services on an expedited basis, as determined by the County in its reasonable sole discretion, if the County terminates the Term or any portion of the Services. (a) No later than thirty (30) calendar days from the Disentanglement Commencement Date, Vendor shall develop and deliver to the County a detailed, accurate and comprehensive list (and location) of all dedicated Assets used by Vendor or any Subcontractor in connection with the performance of the portion of the Services that is subject to termination; (b) Vendor shall, within thirty (30) calendar days of County’s request, prepare and pack up any dedicated Assets located in Vendor or Subcontractor facilities that are associated with the portion of the Services being terminated, and that are selected by County for conveyance to County or its designee; and, County shall remove all such dedicated Assets for shipment to County or its designee; (c) Vendor shall, within thirty (30) calendar days of County’s request, prepare, pack up and deliver for shipment to the County or its designee, all Documentation relating to the portion of the Services being terminated. (d) Vendor shall, within thirty (30) calendar days of the Disentanglement Commencement Date, develop and deliver to County or its designee, a detailed, accurate, current and comprehensive list of all Vendor and Subcontractor personnel supporting the Services being terminated as of and following the Disentanglement Commencement Date, which list shall include accurate and current contact information for each such person; and (e) Vendor shall require such of its Vendor Personnel and personnel of its Subcontractors, as may be selected by the County, to attend any and all meetings scheduled by the extent practicable. Except as otherwise explicitly provided County in connection with Disentanglement and relating to the Agreement, all terms and conditions transfer of the Agreement shall continue terminated Services back to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyCounty or its designee.

Disentanglement Process. The Disentanglement process shall begin on Concurrently with the earlier expiration or termination of the Term (or any Services) under any of the provisions of Section 11, the following dates: shall occur (icollectively, a "Disentanglement"): (a) Upon notice of termination or intention not to renew this Agreement, the [**] day prior Parties shall cooperate fully with one another to facilitate a smooth transition of the Services being terminated from Acxiom to Allstate or Allstate's designated replacement provider; (b) Without limiting the obligations of Acxiom pursuant to Section 10.1 above, Acxiom shall, subject to the end of the Term; or (ii) the date a Termination Notice is delivered by Sprint. During the Disentanglement process, Amdocs shall perform certain services related to the transition terms of any terminated Services third-party contracts, exercise its best efforts to Sprint or Sprint's designee as described herein below procure any third-party authorizations necessary to grant Allstate the use and benefit of any third-party contracts (the "Disentanglement Services")including, including but not limited to, after software licenses) between Acxiom and third-party contractors then being utilized by Acxiom in enabling it to provide such Services; (c) Acxiom's obligation to provide the Termination DateServices under this Agreement shall cease in a manner and over a period of time consistent with the Disentanglement process, certain continuation but in no event longer than one (1) year, during which period Allstate agrees to pay Acxiom for the Services at the fees which are in effect as of the Services date of notice of termination; (d) Acxiom shall, subject to the terms of any applicable software license, transfer, license, or any component thereof sub-license to Allstate all proprietary and third-party software (the "Continuation Services"). Amdocs' obligation including but not limited to Acxiom Core Software) that would be needed in order to allow Allstate to continue to perform for itself, or obtain from other providers, the Services, and Sprint's obligation to pay as the same might exist at the time of Disentanglement; the license fee for the Services Acxiom Core Software shall be a one-time fee in accordance with an amount to be agreed upon by the terms set forth parties or, in this Agreement and, for the avoidance of doubt, other than for event the Disentanglement Services including Parties are unable to agree upon the Continuation Services, shall expire: (A) at the end amount of the Termlicense fee, a third-party software-consultant jointly selected by the parties shall determine the amount of the license fee and any fees charged by such third-party software-consultant shall be evenly divided between the Parties; or and (Be) on the applicable Termination Date specified pursuant Acxiom shall deliver to Section 6 (Term Allstate, at Allstate's request, all documentation and Termination); provided, however, that Sprint's obligation data related to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested Allstate held by Sprint, for up to [**] months after the Termination Date (the "Initial Disentanglement Period"), including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to herein as the "Expiration Date"); provided, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs shall not be subject to the application of any Performance Credits, or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period Acxiom or any Additional Disentanglement Period. Amdocs of Acxiom's Personnel, and Sprint Acxiom shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' obligations under this Agreement destroy all copies thereof not turned over to provide all Disentanglement Services reasonably requested by Sprint shall not be lessened, to the extent practicable. Except as otherwise explicitly provided in the Agreement, all terms and conditions of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyAllstate.

Disentanglement Process. The ‌ In the event of expiration of the Term or termination of this Agreement in its entirety or any portion of the Services is terminated , the Disentanglement process shall begin on the earlier of the following dates: (i) the [**] day prior to the end of the Term; or (ii) the date a that any Termination Notice is delivered by Sprint. During delivered, or, if no Termination Notice has yet been delivered, the Disentanglement processprocess shall begin on the expiration date of the Term or Termination Date (as applicable, Amdocs the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to extend the Term, Contractor shall perform certain services related continue to provide Disentanglement Services, in accordance with this Section 10 or as the County reasonably requests, until the earlier of a Disentanglement satisfactory to the transition of any terminated Services to Sprint County has been completed, or Sprint's designee as described herein below twelve (the "Disentanglement Services"), including but not limited to, 12) months after the expiration of the Term or Termination Date, certain continuation as appropriate. As soon as reasonably practicable after the Disentanglement Commencement Date, Contractor and the County, and any third party service providers, shall confer and negotiate in good faith to reach mutual agreement on and document a written plan (a “Disentanglement Transition Plan”) that: (a) allocates responsibilities for Disentanglement and transition of the Services or any component thereof (among the "Continuation Services"). Amdocs' obligation to perform the Services, and Sprint's obligation to pay for the Services in accordance with the terms set forth in this Agreement Parties and, for the avoidance of doubt, other than for the Disentanglement Services including the Continuation Services, shall expire: (A) at the end of the Term; or (B) on the applicable Termination Date specified pursuant to Section 6 (Term and Termination); provided, however, that Sprint's obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, shall remain in effect subsequent to such date. After the Termination Date, Amdocs shall provide the Disentanglement Services, including the Continuation Services, as and to the extent reasonably requested applicable, such third party service providers; and (b) sets forth in reasonable detail the respective services to be provided by Sprint, for up to [**] months after each of the Termination Date (the "Initial Disentanglement Period")Parties and such third party service providers, including any extensions thereof under Section 6.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide all Disentanglement Services expires being referred to herein as be performed by Contractor. Unless otherwise agreed by the "Expiration Date"); providedParties in writing, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by an additional [**] month period (the "Additional Disentanglement Period"). Following the Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in effect; provided, however, that Amdocs plan shall not be subject to the application of in any Performance Credits, respect lessen or entitled to earn any Bonuses (as such term is defined in Schedule C (Creditable Performance Specifications (CPSs))), during either the Initial Disentanglement Period or any Additional Disentanglement Period. Amdocs and Sprint shall discuss in good faith a plan for determining the nature and extent of Sprint's Disentanglement obligations and for the transfer of Services in process, provided, however, that Amdocs' eliminate Contractor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint the County. Contractor shall not be lessenedupdate such Disentanglement Transition Plan from time to time, as appropriate and subject to the extent practicable. Except as otherwise explicitly provided CIO’s reasonable approval, in order to address any impact of any unexpected changes in the AgreementServices or the observed Service Level performance, all terms and conditions or the in hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Contractor shall be required to perform its Disentanglement Services on an expedited basis, as determined by the County, if the County terminates this Agreement in its entirety or any portion of the Agreement shall continue to apply during the Initial Disentanglement Period and the Additional Disentanglement Period, if anyServices.