Common use of Disentanglement Process Clause in Contracts

Disentanglement Process. ‌ 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 Commonwealth 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 Services among the Parties and, to the extent applicable, such third-party service-providers; and (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-party service-providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the Commonwealth. Vendor shall 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 required 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no charge.

Disentanglement Process. ‌ In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the 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 earlier 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 Commonwealth 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”) thatfollowing dates: (i) allocates responsibilities for the [**] day prior to the end of the Term; or (ii) the date a Termination Notice is delivered by Sprint. During the Disentanglement and 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 among or any component thereof (the Parties "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 applicablereasonably requested by Sprint, such third-party service-providers; and for up to [**] months after the Termination Date (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-party service-providers"Initial Disentanglement Period"), including all 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 be performed herein as the "Expiration Date"); provided, however, that, upon [**] days' prior written notice, Sprint may extend such Expiration Date by Vendoran additional [**] month period (the "Additional Disentanglement Period"). Unless otherwise agreed by Following the Parties Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in writingeffect; provided, such plan 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 respect lessen or eliminate Vendor’s 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 the Commonwealth. Vendor Sprint shall update such Disentanglement Transition Plan from time to timenot be lessened, as appropriate and subject to the Commonwealth’s reasonable approval, in order to address any impact of any unexpected changes extent practicable. Except as otherwise explicitly provided in the Services or Agreement, all terms and conditions of the observed Service Level performance, or Agreement shall continue to apply during the in hardware, Software, or other resources used to provide Initial Disentanglement Period and the Services, as such Additional Disentanglement progresses. Vendor shall be required to perform its Disentanglement services on an expedited basis, as determined by the CommonwealthPeriod, 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no chargeany.

Disentanglement Process. ‌ In the event that of expiration of the Term or termination of this Agreement in its entirety 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 expiration date that is nine (9) months prior to the expiration of the Term or Termination Date (as applicable, the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew extend the Term, Vendor Contractor shall continue to provide Disentanglement Services, in accordance with this Section 15 10 or as the Commonwealth County reasonably requests, until the earlier of a Disentanglement satisfactory to the Commonwealth County has been completed, or a period that may last up to twenty-four twelve (2412) months after receipt the expiration of the notice of termination of this Agreement Term or a portion of the ServicesTermination Date, as appropriate. As soon as reasonably practicable after the Disentanglement Commencement Date, Vendor Contractor and the CommonwealthCounty, and any third-third party service-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: (ia) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third-third party service-service providers; and (iib) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-third party service-service providers, including all Disentanglement Services to be performed by VendorContractor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate VendorContractor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the CommonwealthCounty. Vendor Contractor shall update such Disentanglement Transition Plan from time to time, as appropriate and subject to the CommonwealthCIO’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 Contractor shall be required to perform its Disentanglement services Services on an expedited basis, as determined by the CommonwealthCounty, if the Commonwealth County terminates the Term this Agreement in its entirety 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no charge.

Disentanglement Process. ‌ In the event that of expiration of the Term or termination of this Agreement in its entirety 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 expiration date that is nine (9) months prior to the expiration of the Term or Termination Date (as applicable, the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew extend the Term, Vendor Contractor shall continue to provide Disentanglement Services, in accordance with this Section 15 10 or as the Commonwealth County reasonably requests, until the earlier of a Disentanglement satisfactory to the Commonwealth County has been completed, or a period that may last up to twenty-four twelve (2412) months after receipt the expiration of the notice of termination of this Agreement Term or a portion of the ServicesTermination Date, as appropriate. As soon as reasonably practicable after the Disentanglement Commencement Date, Vendor Contractor and the CommonwealthCounty, and any third-third party service-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: (ia) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third-third party service-service providers; and (iib) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-third party service-service providers, including all Disentanglement Services to be performed by VendorContractor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate VendorContractor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the CommonwealthCounty. Vendor Contractor shall update such Disentanglement Transition Plan from time to time, as appropriate and subject to the CommonwealthCIO’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 Contractor shall be required to perform its Disentanglement services Services on an expedited basis, as determined by the CommonwealthCounty, if the Commonwealth County terminates the Term this Agreement in its entirety 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no charge.

Disentanglement Process. ‌ 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 Expiration Date 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 Client reasonably requests, until the earlier of a Disentanglement satisfactory to the Commonwealth Client 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, subject to Section 15.4.1. As soon as reasonably practicable after the Disentanglement Commencement Date, Vendor and the CommonwealthClient, and any third-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: (ia) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third-third party service-providers; and (iib) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-third party service-providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the CommonwealthClient. Vendor shall update such Disentanglement Transition Plan from time to time, as appropriate and subject to the CommonwealthClient’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 may be required to perform its Disentanglement services on an expedited basis, as determined by the CommonwealthParties in the Disentanglement Transition Plan, if the Commonwealth Client 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no charge.

Disentanglement Process. ‌ In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the 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 earlier 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 Commonwealth 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”) thatfollowing dates: (i) allocates responsibilities for the ninetieth (90th) day prior to the end of the Initial Term or of the Renewal Period, as the case may be; or (ii) the date a Termination Notice is delivered by Nextel. During the Disentanglement and process, Amdocs shall perform certain services related to the transition of any terminated Services to Nextel or Nextel's designee as described herein below (the "Disentanglement Services"), including but not limited to, after the Termination Date, certain continuation of the Services among or any component thereof (the Parties "Continuation Services"). Amdocs' obligation to perform the Services, and Nextel'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 Initial Term or of the Renewal Period, as the case may be; or (B) on the applicable Termination Date specified pursuant to Section 5 (Term, Renewal and Termination); provided, however, that Nextel'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 applicablereasonably requested by Nextel, such third-party service-providers; and for up to six (ii6) sets forth in reasonable detail months after the respective services to be provided by each of Termination Date (the Parties and such third-party service-providers"Initial Disentanglement Period"), including all any extensions thereof under Section 5.4 (Extension of Services) hereof (with the date on which Amdocs' obligation to provide Disentanglement Services expires being referred to be performed herein as the "Expiration Date"); provided, however, that, upon ninety (90) days' prior written notice, Nextel may extend such Expiration Date by Vendoran additional six (6) month period (the "Additional Disentanglement Period"). Unless otherwise agreed by Following the Parties Termination Date (i.e., during the Initial Disentanglement Period and the Additional Disentanglement Period, if any), the CPSs shall remain in writingeffect; provided, such plan 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 respect lessen or eliminate Vendor’s Additional Disentanglement Period. Amdocs and Nextel shall discuss in good faith a plan for determining the nature and extent of Nextel'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 the Commonwealth. Vendor Nextel shall update such Disentanglement Transition Plan from time to timenot be lessened, as appropriate and subject to the Commonwealth’s reasonable approval, in order to address any impact of any unexpected changes extent practicable. Except as otherwise explicitly provided in the Services or Agreement, all terms and conditions of the observed Service Level performance, or Agreement shall continue to apply during the in hardware, Software, or other resources used to provide Initial Disentanglement Period and the Services, as such Additional Disentanglement progresses. Vendor shall be required to perform its Disentanglement services on an expedited basis, as determined by the CommonwealthPeriod, 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no chargeany.

Disentanglement Process. ‌ 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 Expiration Date of the Term or Termination Date (as applicable, the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew extend the Term, Vendor shall continue to provide Disentanglement Services, in accordance with this Section 15 or as the Commonwealth County reasonably requests, until the earlier of a Disentanglement satisfactory to the Commonwealth County has been completed, or a period that may last up to twenty-four (24) months after receipt of the notice of termination Expiration Date or Termination Date of this Agreement or a portion of the Services. As soon as reasonably practicable practicable, but no later than 30 calendar days, after the Disentanglement Commencement Date, Vendor and the CommonwealthCounty, and any third-third party service-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: (ia) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third-third party service-service providers; and (iib) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-third party service-service providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan Disentanglement Transition Plan shall not in any respect lessen or eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the CommonwealthCounty. Vendor shall update such Disentanglement Transition Plan from time to time, as appropriate and subject to the CommonwealthCounty’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 required to perform its Disentanglement services on an expedited basis, as determined by the CommonwealthCounty in its reasonable sole discretion, if the Commonwealth 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 pursuant that is subject to Sections 14.5 or 14.6 hereof. For avoidance termination; (b) Vendor shall, within thirty (30) calendar days 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 CommonwealthCounty’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 provide 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 County in connection with Disentanglement and relating to the Commonwealth such Documentation and other information regarding the performance of Services, or the use, operation, support and maintenance transfer 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 back to the use, operation, support, and maintenance use of the Systems. Vendor shall also provide sufficient Documentation for all upgraded County or replacement Software, hardware, and network components within a reasonable time following installation. To the extent that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no chargeits designee.

Disentanglement Process. ‌ 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 Expiration Date of the Term or Termination Date (as applicable, the “Disentanglement Commencement Date”) and, unless the Parties subsequently agree in writing to renew extend the Term, Vendor shall continue to provide Disentanglement Services, in accordance with this Section 15 or as the Commonwealth County reasonably requests, until the earlier of a Disentanglement satisfactory to the Commonwealth County has been completed, or a period that may last up to twenty-four (24) months after receipt of the notice of termination Expiration Date or Termination Date of this Agreement or a portion of the Services. As soon as reasonably practicable practicable, but no later than 30 calendar days, after the Disentanglement Commencement Date, Vendor and the CommonwealthCounty, and any third-third party service-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: (ia) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third-third party service-service providers; and (iib) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-third party service-service providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan Disentanglement Transition Plan shall not in any respect lessen or eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the CommonwealthCounty. Vendor shall update such Disentanglement Transition Plan from time to time, as appropriate and subject to the CommonwealthCounty’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 required to perform its Disentanglement services on an expedited basis, as determined by the CommonwealthCounty in its reasonable sole discretion, if the Commonwealth County 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no charge.

Disentanglement Process. ‌ 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 Concurrently with the expiration or termination of the Term (as applicableor any Services) under any of the provisions of Section 11, the “Disentanglement Commencement Date”following shall occur (collectively, a "Disentanglement"): (a) 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 Commonwealth has been completed, or a period that may last up to twenty-four (24) months after receipt of the Upon notice of termination of or intention not to renew this Agreement or Agreement, the Parties shall cooperate fully with one another to facilitate a portion smooth transition of the Services. As soon as reasonably practicable after Services being terminated from Acxiom to Allstate or Allstate's designated replacement provider; (b) Without limiting the Disentanglement Commencement Dateobligations of Acxiom pursuant to Section 10.1 above, Vendor and Acxiom shall, subject to the Commonwealth, and terms of any third-party servicecontracts, exercise its best efforts to procure any third-party authorizations necessary to grant Allstate the use and benefit of any third-party contracts (including, but not limited to, 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 Services under this Agreement shall cease in a manner and over a period of time consistent with the Disentanglement process, 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 date of notice of termination; (d) Acxiom shall, subject to the terms of any applicable software license, transfer, license, or sub-license to Allstate all proprietary and third-party software (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, as the same might exist at the time of Disentanglement; the license fee for the Acxiom Core Software shall confer and negotiate be a one-time fee in good faith an amount to reach mutual agreement on and document within thirty (30) days after such Termination Datebe agreed upon by the parties or, in the event the Parties are unable to agree upon the amount of the license fee, a written plan (a “Disentanglement Transition Plan”) that: (i) allocates responsibilities for Disentanglement and transition third-party software-consultant jointly selected by the parties shall determine the amount of the Services among the Parties and, to the extent applicable, license fee and any fees charged by such third-party servicesoftware-providers; and (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-party service-providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate Vendor’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by the Commonwealth. Vendor shall 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 consultant shall be required evenly divided between the Parties; and (e) Acxiom shall deliver to perform its Disentanglement services on an expedited basisAllstate, as determined at Allstate's request, all documentation and data related to Allstate held by the Commonwealth, if the Commonwealth terminates the Term Acxiom 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 TermAcxiom's Personnel, and at any time upon the Commonwealth’s request, Vendor Acxiom shall provide destroy all copies thereof not turned over 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no chargeAllstate.

Disentanglement Process. ‌ In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the The Disentanglement process shall will 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 earlier 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 Commonwealth 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”) thatfollowing dates: (i) allocates responsibilities for the [**] day prior to the end of the Term; or (ii) the date a Termination Notice is delivered by Sprint. During the Disentanglement and process, Amdocs will 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 among or any component thereof (the Parties “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, 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 obligation to pay for Services rendered prior to such date, but not yet paid for in accordance with the terms hereof, will remain in effect subsequent to such date. After the Termination Date, Amdocs will provide the Disentanglement Services, including the Continuation Services, as and to the extent applicablereasonably requested by Sprint, such third-party service-providers; and for up to [**] months after the Termination Date (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-party service-providers“Initial Disentanglement Period”), including all 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 up to [**] additional [**] month periods (each, an “Additional Disentanglement Period” and collectively, the “Additional Disentanglement Periods”). Following the Termination Date (i.e., during the Initial Disentanglement Period and Additional Disentanglement Periods, if any), the CPSs will remain in effect; provided, however, that Amdocs will not be performed by Vendorsubject 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. Unless otherwise agreed by The Parties will discuss in good faith a plan for determining the Parties nature and extent of Sprint’s Disentanglement obligations and for the transfer of Services in writingprocess, such plan shall not in any respect lessen or eliminate Vendor’s provided, however, that Amdocs’ obligations under this Agreement to provide all Disentanglement Services reasonably requested by the Commonwealth. Vendor shall update such Disentanglement Transition Plan from time to timeSprint will not be lessened, as appropriate and subject to the Commonwealth’s reasonable approval, in order to address any impact of any unexpected changes extent practicable. Except as otherwise explicitly provided in the Services or the observed Service Level performanceAgreement, 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 Commonwealth, if the Commonwealth terminates the Term or any portion all terms and conditions of the Services pursuant Agreement will continue to Sections 14.5 or 14.6 hereof. For avoidance of doubt, in apply during the event of a termination pursuant to Section 14.7, no Initial Disentanglement Services shall be provided after the Termination Date unless approved by the Commonwealth in writing. Periodically throughout the Term, Period and at during 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 that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no chargeAdditional Disentanglement Periods.

Disentanglement Process. ‌ In the event that the Term of this Agreement or any portion of the Services is terminated by either Party, the The Disentanglement process shall begin on any of the following dates: (i) the 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 Agreement or Task Order; or (iii) the date 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 SANDAG or Contractor elects to the expiration terminate any or all of the Term (as applicableservices pursuant to this Agreement. Subject to Exhibit A, the “Disentanglement Commencement Date”) andScope of Work, unless the Parties subsequently agree in writing Contractor’s obligation to renew the Termperform services, Vendor and SANDAG’s obligation to pay for services, shall continue expire upon termination except that Contractor shall remain obligated 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 Commonwealth has been completed, or a period that may last services at SANDAG’s request for up to twenty-four twelve (2412) months after receipt of the notice of any such termination of this Agreement or a portion of the Services. As soon as reasonably practicable after the Disentanglement Commencement Date, Vendor and the Commonwealthdate, and any third-party service-providers, SANDAG shall confer pay for those services at the rates set forth in the Agreement. Contractor and negotiate SANDAG shall discuss in good faith to reach mutual agreement on a plan for determining the nature and document within thirty (30) days after such Termination Dateextent of Contractor’s Disentanglement obligations and for the transfer of services in process provided, a written plan (a “Disentanglement Transition Plan”) that: (i) allocates responsibilities for Disentanglement and transition of the Services among the Parties andhowever, to the extent applicable, such third-party service-providers; and (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third-party service-providers, including all Disentanglement Services to be performed by Vendor. Unless otherwise agreed by the Parties in writing, such plan shall not in any respect lessen or eliminate Vendorthat Contractor’s obligations obligation under this Agreement to provide all services necessary for Disentanglement Services reasonably requested by shall not be lessened in any respect. Contractor shall develop with the Commonwealth. Vendor shall update such Disentanglement successor contractor or SANDAG staff, a Contract Transition Plan from time to timedescribing 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, as appropriate both parties will meet and subject to the Commonwealth’s reasonable approval, in order to address resolve 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 progressesadditional requirements/differences. Vendor Contractor shall be required to perform its Disentanglement services obligations on an expedited basis, as determined by the CommonwealthSANDAG, if the Commonwealth SANDAG 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 Agreement for all upgraded or replacement Software, hardware, and network components within a reasonable time following installation. To the extent that any such Documentation relates to Third-Party Works, Vendor shall provide Documentation that is of a type generally created in the industry for such Software, hardware, or network components and 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 create and provide the Commonwealth with sufficient additional Documentation in a timely manner, at no chargecause.