Common use of Excused Obligations Clause in Contracts

Excused Obligations. (a) Subject to Section 1.10(b), Administrator's failure to perform its obligations under this Agreement, including failure to attain any Service Levels, will be excused to the extent caused by any of the following: (i) The failure of Customer, a Customer Designee or their respective employees or agents, to perform their respective obligations under this Agreement or the applicable Statement of Work; (ii) violations of Applicable Law by Customer, a Customer Designee, the issuer of a Contract, any broker-dealer, agent, representative or other person on behalf of Customer in connection with a Contract, or the failure of any Contract to comply with the terms of Applicable Law to achieve the intended purpose of such Contract; (iii) failure of the Operating Guidelines as approved by Customer in accordance with this Agreement to comply with Applicable Law; (iv) Administrator's reliance upon Operating Guidelines approved by Customer or upon any additional policies, processes, interpretations of applicable laws and regulations, unique to administering the Contracts as provided in writing by Customer to the extent such policies, processes and interpretations were not, at the time of Administrator's reliance, superseded by a later version of the Operating Guidelines approved by Customer, all in accordance with this Agreement; (v) actions or omissions by any previous administrator of the Contracts; (vi) any action taken by Administrator, its Affiliate or any Permitted Subcontractor, at the request or direction of Customer or a Customer Designee or action not taken by Administrator, its Affiliate or any Permitted Subcontractor as a result of Customer not providing the appropriate written direction to act; (vii) errors in the Customer Software other than those caused by Administrator, its Affiliates, or its Permitted Subcontractors; (viii) failures to meet any Service Level as a result of a decision by Customer or a Customer Designee; (ix) any matters for which Administrator is expressly excused under this Agreement from the Service Level Defaults; (x) Customers or its agents' (including Customer Designees'), breach of the terms of any Contract or any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator otherwise performed in all material respects with this Agreement; or (xi) failures caused by inaccurate or incomplete information or data provided to Administrator, including such information provided by Customer or a Customer Designee or a Contract Holder. (b) Upon learning of the occurrence or likely occurrence of any of the foregoing, such Party will inform the other and the Parties will cooperate to develop and implement a mutually acceptable plan to minimize the adverse effects caused by such circumstances, in accordance with the Change Procedures.

Excused Obligations. (a) Subject to Section 1.10(b), Administrator's Accenture’s failure to perform its obligations under this Agreement, including failure to attain any Service Levels, Agreement will be excused and will not be included in any calculation of Service Level Credits under applicable Services Agreements, in each case to the extent such failure is related to or caused by any of the following: (ia) The Any breach of this Agreement by Client or other failure of CustomerClient or Client’s employees, a Customer Designee or their respective employees or agents, Client’s Contractors (as defined in Section 8.7) or third parties to perform their respective its obligations under this Agreement or (including the applicable Statement of WorkServices Agreement(s)); (iib) violations Infringements of Applicable Law third-party Intellectual Property Rights by CustomerClient or Client’s employees, a Customer Designeeagents, the issuer of a Contract, any broker-dealer, agent, representative Client’s Contractors (as defined in Section 8.7) or other person on behalf of Customer in connection with a Contract, third-party service providers – to the extent that such infringements are not directly caused by the services provided by or products embedded into the failure of any Contract to comply with the terms of Applicable Law to achieve the intended purpose of such ContractDeliverables by Accenture; (iiic) failure Violations of the Operating Guidelines law by Client or Client’s employees, agents, Client’s Contractors (as approved by Customer defined in accordance with this Agreement to comply with Applicable LawSection 8.7) or third parties; (ivd) Administrator's reliance upon Operating Guidelines approved by Customer Service or upon any additional policies, processes, interpretations of applicable laws and regulations, unique to administering the Contracts as provided in writing by Customer to the extent such policies, processes and interpretations were not, at the time of Administrator's reliance, superseded by a later version of the Operating Guidelines approved by Customer, all in accordance with this Agreement; (v) actions resource reductions or omissions by any previous administrator of the Contracts; (vi) any action taken by Administrator, its Affiliate other special Service deployment or any Permitted Subcontractor, at the request or direction of Customer or a Customer Designee or action not taken by Administrator, its Affiliate or any Permitted Subcontractor performance requirements requested as a result of Customer not providing the appropriate written direction Client’s change in business strategy, business operations or priorities which are given priority as requested or approved by Client and agreed to act; (vii) errors in the Customer Software other than those caused by Administrator, its Affiliates, or its Permitted Subcontractors; (viii) failures to meet any Service Level as a result of a decision by Customer or a Customer Designee; (ix) any matters for which Administrator is expressly excused under this Agreement from the Service Level Defaults; (x) Customers or its agents' (including Customer Designees'), breach of the terms of any Contract or any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator otherwise performed in all material respects with this Agreement; or (xi) failures caused by inaccurate or incomplete information or data provided to Administrator, including such information provided by Customer or a Customer Designee or a Contract Holder. (b) Upon learning of the occurrence or likely occurrence of any of the foregoing, such Party will inform the other and the Parties will cooperate to develop and implement a mutually acceptable plan to minimize the adverse effects caused by such circumstances, in accordance with the Change ProceduresControl Process set forth in Section 8.9 – to the extent that such service or resource reductions have not been mutually agreed upon by the Parties through the Change Control Process; (e) Implementation of a disaster recovery plan in response to a disaster in so much as the performance of such obligations is not within the scope of a Services Agreement, and to the extent that such disaster recovery is not necessitated by the fault or negligence of Accenture to undertake reasonable protective measures; (f) The applicability of any other provision of this Agreement or a Services Agreement that provides for relief from Service Level Credits in accordance with such provision; (g) Any significant increase in processing volumes or business resulting from the acquisition or indirectly, of assets or stock of another entity by Client, whether by merger or otherwise, unless agreed to by the Parties in accordance with the Change Control Process set forth in Section 8.9; (h) Any material system or software changes introduced by Client without formal agreement by Accenture into any of the systems or services used to provide Services by Accenture hereunder, or failure by Client to maintain Client-Provided Components (as defined in Section 6.2) at then-current generally supported levels (as determined by the original manufacturer); or (i) Any matter constituting Force Majeure, as provided in ARTICLE 20 of the Agreement.

Excused Obligations. (a) Subject to Section 1.10(b1.12(b), Administrator's ’s failure to perform its obligations under this Agreement, including failure to attain any Service Levels, will be excused to the extent caused by any of the following: (i) The failure of Customer, a Customer Designee or their respective employees or agents, to perform their respective obligations under this Agreement or the applicable Statement of Work; (ii) violations of Applicable Law by Customer, a Customer Designee, the issuer of a Contract, any broker-dealer, agent, agent representative or other person on behalf of Customer in connection with a Contract, or the failure of any Contract to comply with the terms of Applicable Law to achieve the intended purpose of such ContractContract unless such failure was caused by Administrator; (iii) failure of the Operating Guidelines as approved by Customer in accordance with this Agreement to comply with Applicable Law; (iv) Administrator's ’s reliance upon Operating Guidelines approved by Customer or upon any additional policies, processes, interpretations of applicable laws Applicable Laws and regulations, unique to administering the Contracts as provided in writing by Customer to the extent such policies, processes and interpretations were not, at the time of Administrator's ’s reliance, superseded by a later version of the Operating Guidelines approved by Customer, all in accordance with this Agreement; (v) actions or omissions by any previous administrator of the Contracts; (vi) an event or series of events outside the reasonable control of Service Provider, other than Force Majeure Events, which were not reasonably foreseeable as of the Effective Date by Service Provider and where such [text deleted] event or events require a material increase in resources required by Service Provider to perform the Services as required by this Agreement. (vii) any action taken by Administrator, its Affiliate or any Permitted Subcontractor, at the request or direction of Customer or a Customer Designee or action not taken by Administrator, its Affiliate or any Permitted Subcontractor as a result of Customer not providing the appropriate written direction to act; (viiviii) errors in the Customer Software other than those caused by Administrator, its Affiliates, or its Permitted Subcontractors; (viiiix) failures to meet any Service Level as a result of a decision by Customer or a Customer Designee; (ixx) the applicability of any matters for which Administrator is expressly excused under other provision of this Agreement that provides for relief from Service Level Defaults or otherwise excuses Administrator from the consequences of such Service Level DefaultsDefaults in accordance with such provision; (xxi) Customers Customer’s or its agents' ’ (including Customer Designees'), ’) breach of the terms of any Contract or any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator otherwise performed in all material respects with this Agreement; or (xixii) failures caused by inaccurate or incomplete information or data provided to Administrator, including such information provided by Customer or a Customer Designee or a Contract Holder, where it would be reasonable for the Administrator to rely on the inaccurate or incomplete information or data. (b) Upon learning of the occurrence or likely occurrence of any of the foregoing, such Party will inform the other in writing (or via email) and the Parties will cooperate to develop and implement a mutually acceptable plan to minimize the adverse effects caused by such circumstances. In such event, Customer will pay Administrator on a time and materials basis at the rates set forth in accordance with the Change Proceduresapplicable Statement of Work for the additional costs incurred by Administrator and the additional resources devoted as a result of the occurrences described above.

Excused Obligations. (a) 2.6.1. Subject to Section 1.10(b)2.6.2, Administrator's Vendor’s failure to perform its obligations under this Agreement, including failure to attain any Service Levels, will be excused to the extent caused by any of the following: (ia) The failure of Customer, a Customer Designee or their respective employees or agents, to perform their respective obligations under this Agreement or the applicable Statement of Work, unless such failure on the part of Customer, a Customer Designee or their respective employees or agents resulted, either directly or indirectly, from the failure of Vendor or Vendor Personnel to perform Services or provide Deliverables in Conformance with this Agreement or the applicable Statement of Work; (iib) violations of Applicable Law by Customer, a Customer Designee, the issuer Principal Underwriter of a Contractthe Contracts, any broker-dealer, agent, agent representative or other person on behalf of Customer in connection with a Contract, or the failure of any Contract to comply with the terms of Applicable Law to achieve the intended purpose of such Contract; (iiic) failure of the Operating Guidelines as approved by Customer in accordance with this Agreement to comply with Applicable Law; (ivd) Administrator's Vendor’s reliance upon Operating Guidelines approved by Customer or upon any additional policies, processes, interpretations of applicable laws and regulations, Applicable Law unique to administering the Contracts as provided in writing by Customer to the extent such policies, processes and interpretations were not, at the time of Administrator's Vendor’s reliance, superseded by a later version of the Operating Guidelines approved by Customer, all in accordance with this Agreement; (ve) actions or omissions by any previous administrator of the Contracts, unless Vendor or Vendor Personnel upon discovery of such actions or omissions fail to promptly inform Customer or Customer Designee of such actions or omissions or after consultation with and written (or via e-mail) direction from Customer or Customer Designee fail to promptly undertake corrective action as directed by Customer or Customer Designee and as mutually agreed upon in accordance with the Change Procedures; (vif) an event or series of events outside the reasonable control of Service Provider, other than Force Majeure Events, which were not reasonably foreseeable as of the Effective Date by Service Provider and where such event or events require a material increase in resources required by Service Provider to perform the Services as required by this Agreement. (g) any action taken by AdministratorVendor, its Affiliate or any Permitted Subcontractor, at the request or direction of Customer or a Customer Designee Designee, unless such request or direction was based upon inaccurate information or data provided by Vendor or Vendor Personnel where Vendor or any Permitted Subcontractor was the cause of such inaccuracy, or action not taken by AdministratorVendor, its Affiliate or any Permitted Subcontractor as a result of Customer not providing the appropriate written direction to act; (viih) errors in the Customer Software other than those caused by AdministratorVendor, its Affiliates, or its Permitted Subcontractors; (viiii) failures to meet any Service Level as a result of a decision by Customer or a Customer Designee; (ixj) the applicability of any matters for which Administrator is expressly excused under other provision of this Agreement that provides for relief from Service Level Defaults or otherwise excuses Vendor from the consequences of such Service Level DefaultsDefaults in accordance with such provision; (xk) Customers Customer’s or its agents' ’ (including Customer Designees'’), breach of the terms of any Contract or any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator Vendor otherwise performed in all material respects with this Agreement; or (xil) failures caused by inaccurate or incomplete information or data provided to Administrator, including such information provided Vendor by Customer or a Customer Designee or a Contract HolderDesignee. (b) 2.6.2. Upon learning of the occurrence or likely occurrence of any of the foregoing, such Party will inform the other and the Parties will cooperate to develop and implement a mutually acceptable plan to minimize the adverse effects caused by such circumstances. In such event, Customer will pay Vendor on a time and materials basis at the rates set forth in accordance with the Change Proceduresapplicable Statement of Work for the additional costs incurred by Vendor and the additional resources devoted as a result of the occurrences described above. However, to the extent that any occurrence of the items set forth in Section 2.6.1. of this Agreement resulted from any action or omission on the part of Vendor, its Affiliate or Permitted Subcontractor, where any of them had a duty to act, Customer will not be required to compensate Vendor for the costs incurred by Vendor and the additional resources devoted by Vendor as a result of such occurrence.

Excused Obligations. (a) Subject to Section 1.10(b), Administrator's Vendor’s failure to perform its obligations under this Agreement, including failure to attain any Service Levels, will be excused to the extent caused by any of the following: (i) The failure of Customer, a Customer Designee or their respective employees or agents, to perform their respective obligations under this Agreement or the applicable Statement of Work; (ii) violations of Applicable Law by Customer, a Customer Designee, the issuer of a Contract, any broker-dealer, agent, agent representative or other person on behalf of Customer in connection with a Contract, or the failure of any Contract to comply with the terms of Applicable Law to achieve the intended purpose of such Contract; (iii) failure of the Operating Guidelines as approved by Customer in accordance with this Agreement to comply with Applicable Law; (iv) Administrator's Vendor’s reliance upon Operating Guidelines approved by Customer or upon any additional policies, processes, interpretations of applicable laws and regulationsApplicable Laws, unique to administering the Contracts as provided in writing by Customer to the extent such policies, processes and interpretations were not, at the time of Administrator's Vendor’s reliance, superseded by a later version of the Operating Guidelines approved by Customer, all in accordance with this Agreement; (v) actions or omissions by any previous administrator of the Contracts; (vi) an event or series of events outside the reasonable control of Service Provider, other than Force Majeure Events, which were not reasonably foreseeable as of the Effective Date by Service Provider and where such event or events require a material increase in resources required by Service Provider to perform the Services as required by this Agreement. (vii) any action taken by AdministratorVendor, its Affiliate or any Permitted Subcontractor, at the request or direction of Customer or a Customer Designee or action not taken by AdministratorVendor, its Affiliate or any Permitted Subcontractor as a result of Customer not providing the appropriate written direction to act; (viiviii) errors in the Customer Software other than those caused by AdministratorVendor, its Affiliates, or its Permitted Subcontractors; (viiiix) failures to meet any Service Level as a result of a decision by Customer or a Customer Designee; (ixx) the applicability of any matters for which Administrator is expressly excused under other provision of this Agreement that provides for relief from Service Level Defaults or otherwise excuses Vendor from the consequences of such Service Level DefaultsDefaults in accordance with such provision; (xxi) Customers or its agents' ’ (including Customer Designees'’), breach of the terms of any Contract or any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator Vendor otherwise performed in all material respects with this Agreement; or (xixii) failures caused by inaccurate or incomplete information or data provided to AdministratorVendor, including such information provided by Customer or a Customer Designee or a Contract Holder. (b) Upon learning of the occurrence or likely occurrence of any of the foregoing, such Party will inform the other and the Parties will cooperate to develop and implement a mutually acceptable plan to minimize the adverse effects caused by such circumstances, in accordance with the Change Procedures.

Excused Obligations. (a) Subject to Section 1.10(b1.12(b), Administrator's ’s failure to perform its obligations under this Agreement, including failure to attain any Service Levels, will be excused to the extent caused by any of the following: (i) The failure of Customer, a Customer Designee or their respective employees or agents, to perform their respective obligations under this Agreement or the applicable Statement of Work; (ii) violations of Applicable Law by Customer, a Customer Designee, the issuer of a Contract, any broker-dealer, agent, agent representative or other person on behalf of Customer in connection with a Contract, or the failure of any Contract to comply with the terms of Applicable Law to achieve the intended purpose of such ContractContract unless such failure was caused by Administrator; (iii) failure of the Operating Guidelines as approved by Customer in accordance with this Agreement to comply with Applicable Law; (iv) Administrator's ’s reliance upon Operating Guidelines approved by Customer or upon any additional policies, processes, interpretations of applicable laws Applicable Laws and regulations, unique to administering the Contracts as provided in writing by Customer to the extent such policies, processes and interpretations were not, at the time of Administrator's ’s reliance, superseded by a later version of the Operating Guidelines approved by Customer, all in accordance with this Agreement; (v) actions or omissions by any previous administrator of the Contracts; (vi) an event or series of events outside the reasonable control of Service Provider, other than Force Majeure Events, which were not reasonably foreseeable as of the Effective Date by Service Provider and where such AUS 429433v.17 event or events require a material increase in resources required by Service Provider to perform the Services as required by this Agreement. (vii) any action taken by Administrator, its Affiliate or any Permitted Subcontractor, at the request or direction of Customer or a Customer Designee or action not taken by Administrator, its Affiliate or any Permitted Subcontractor as a result of Customer not providing the appropriate written direction to act; (viiviii) errors in the Customer Software other than those caused by Administrator, its Affiliates, or its Permitted Subcontractors; (viiiix) failures to meet any Service Level as a result of a decision by Customer or a Customer Designee; (ixx) the applicability of any matters for which Administrator is expressly excused under other provision of this Agreement that provides for relief from Service Level Defaults or otherwise excuses Administrator from the consequences of such Service Level DefaultsDefaults in accordance with such provision; (xxi) Customers Customer’s or its agents' ’ (including Customer Designees'), ’) breach of the terms of any Contract or any other agreement relating to a Contract, including any agreement relating to the sale of the Contract, commissions paid or payable relating to such Contract, the reinsurance of such Contract, provided that Administrator otherwise performed in all material respects with this Agreement; or (xixii) failures caused by inaccurate or incomplete information or data provided to Administrator, including such information provided by Customer or a Customer Designee or a Contract Holder, where it would be reasonable for the Administrator to rely on the inaccurate or incomplete information or data. (b) Upon learning of the occurrence or likely occurrence of any of the foregoing, such Party will inform the other in writing (or via email) and the Parties will cooperate to develop and implement a mutually acceptable plan to minimize the adverse effects caused by such circumstances. In such event, Customer will pay Administrator on a time and materials basis at the rates set forth in accordance with the Change Proceduresapplicable Statement of Work for the additional costs incurred by Administrator and the additional resources devoted as a result of the occurrences described above.