Common use of Exit Rights Clause in Contracts

Exit Rights. Upon the later of (i) the expiration or termination of this Agreement; or (ii) the last day of the Termination Assistance Period (the "END DATE"): (a) The limited rights granted to Service Provider and Service Provider Representatives in Section 14.01 shall immediately terminate and Service Provider shall, and shall cause Service Provider Representatives to, (i) deliver to Client, at no cost to Client, a current copy of the Client Software or tangible materials constituting Client Intellectual Property in the form in use by Service Provider or Service Provider Representatives as of the End Date and (ii) destroy or erase all other copies of the Client Software or materials constituting Client Intellectual Property, Client New Intellectual Property or Client Confidential Information in Service Provider's or Service Provider Representatives' possession. Service Provider shall, upon Client's request, certify to Client that all such copies have been destroyed or erased. (b) Upon Client's request, with respect to any (i) contracts for maintenance, disaster recovery services and other necessary third party services being used by Service Provider solely to perform the Services as of the End Date, (ii) Assigned Agreements, Service Provider shall use commercially reasonable efforts to, transfer or assign such agreements to Client or its designee, and Client shall assume same, [***]* (c) [***]* (d) Upon Client's request, Service Provider shall sell to Client or its designee(s) (i) the Service Provider Machines that are used by Service Provider or Service Provider Representatives solely to perform the Services as of the End Date; and (ii) any assets transferred by Client to Service Provider or Service Provider Representatives (not otherwise covered in Section 21.09(d)(i)), free and clear of all liens, security interests, or other encumbrances [***]*. Unless agreed otherwise by Client in advance, Service Provider must be contractually authorized to transfer to Client any assets, including Software, acquired, licensed or leased by Service Provider after the Effective Date that are used solely in performance of the Services.

Exit Rights. (a) Upon the later of (i) the expiration or termination of the applicable Service Agreement(s) and/or this Agreement; or (ii) the last day of the Termination Assistance Period (the "END DATE"“End Date”) For the avoidance of doubt, the Exit Rights under this Section 22.07 are in addition to any rights granted to Client under the applicable Schedule P (Termination Assistance Services): (ai) The limited rights granted to Service Provider and Service Provider Representatives in Section 14.01 Client Software shall immediately terminate and Service Provider shall, and shall cause Service Provider Representatives to, to (i) deliver to Client, at no cost [***]* to Client, a current copy of the [***]* of Client Software (including Commissioned Works) as then in production and hosted or used by Service Provider or Service Provider Representatives at the End Date, Commissioned Works as then in production and hosted by Service Provider or Service Provider Representatives at the End Date, and tangible materials constituting Client Intellectual Property in the form and data formats in use by Service Provider or Service Provider Representatives as of the End Date (including without limitation any [***]* Software and Commissioned Works whether Client-owned or Service Provider-owned), (ii) to the extent that Client has a license and/or written permission from the authorized licensor of Service Provider Third Party Software, [***]* to Client charged by Service Provider, deliver to Client a current copy of [***]* of Service Provider Third Party Software in use by Client Group in the form and data format in use by Service Provider or Service Provider Representatives as of the End Date, (iii) to the extent permissible, deliver to Client, [***]* to Client charged by Service Provider, a current copy of [***]* of any modifications made by Service Provider or Service Provider Representatives to Service Provider Third Party Software in use by Client Group in the form and data formats in use by Service Provider or Service Provider Representatives as of the End Date, and (iv) upon Client concurrence, destroy or erase all other copies of the Client Software or Software, Client-owned Commissioned Works (except as otherwise agreed), and materials constituting Client Intellectual Property, Client New Intellectual Property or Client Confidential Information Data in Service Provider's ’s or Service Provider Representatives' ’ possession. Service Provider shall, upon Client's ’s request, certify to Client that all such copies have been destroyed or erased.. To the extent that Service Provider [***]* the modifications to Service Provider Third Party Software as set forth in this Section, Service Provider shall [***]*. Upon Client’s request, Service Provider shall [***]* (bii) Upon Client's ’s request, with respect to any (i) contracts for maintenance, disaster recovery services and other necessary third party services being used by Service Provider solely to perform the Services as of the End Date, Date and (ii) Assigned Agreements, Service Provider shall use commercially reasonable efforts Commercially Reasonable Efforts to, transfer or assign such agreements to Client or Client’s Affiliate or its designeedesignee (other than obligations of Service Provider arising before the effective date of the assignment) on mutually agreeable terms and conditions. Where an assignment cannot be obtained without cost or on reasonable terms, Service Provider and Client will use Commercially Reasonable Efforts to mitigate such costs and shall assume same, [***]** to obtain the assignment. Upon Client’s request, Service Provider shall use Commercially Reasonable Efforts to facilitate Client’s contacts with any third parties providing Software used by Service Provider in providing the Services and with whom Client wishes to acquire a license to continue using the Software. (c) [***]* (diii) Upon Client's ’s request, Service Provider shall sell to Client or Client’s Affiliate or its designee(s) (i) the Service Provider Machines that are used by Service Provider or Service Provider Representatives solely to perform the Services as of the End Date; and (ii) any assets Assets transferred by Client or Client Affiliate to Service Provider or Service Provider Representatives (not otherwise covered in Section 21.09(d)(i)), free and clear of all liens, security interests, or other encumbrances (other than any charges that would be passed through to Client as a Third Party Costs under the applicable Schedule to the applicable Service Agreement(s)), all at Service Provider’s [***]*. Unless agreed otherwise Service Provider acknowledges and agrees that Client is entitled to request copies of the relevant records of the Service Provider to independently validate [***]* for the Assets described in this subsection (iii). (iv) Service Provider shall return or if requested by Client, destroy Client Confidential Information together with any reproductions of Client Data, Client Documentation or other Client materials, except as required by Law. (b) And provided further: (i) Notwithstanding anything to the contrary in this Agreement and/or a Service Agreement, in the case of Service Provider Proprietary Software and Service Provider Software Tools (including myHRSM and Report Tools) (and all modifications and derivatives thereof developed and put into service for Client Group under this Agreement) Service Provider’s grant of license to Client Group under this Agreement shall [***]* after the expiry of the Termination Assistance Period solely for those components of Service Provider Proprietary Software and Service Provider Software Tools (including myHRSM and Report Tools) that Service Provider installed for Client at Service Locations prior to the termination date or expiration date of the Agreement or applicable Service Agreement and provided further that [***]* (ii) Notwithstanding anything to the contrary in this Agreement and/or a Service Agreement, Service Provider’s grant of license to Client Group to continue using the components of Service Provider Proprietary Software and Service Provider Software Tools (including myHRSM and Report Tools) (and all modifications and derivatives thereof developed and put in service for Client Group under this Agreement) shall [***]* upon the bankruptcy or insolvency of Service Provider or Exult Canada Parent, [***]* (c) To the extent that there is a report generator software tool that can be extracted and transportable (“Report Tool(s)”), (i) if such Report Tool is owned by Service Provider, then Service Provider will grant a license to Client Group for the object code of such Report Tool to [***]* upon: (A) the bankruptcy or insolvency of Service Provider or Exult Canada Parent, or (B) the expiry of the Termination Assistance Period, which license period [***]*; or (ii) if such Report Tool is owned by a third party, then Service Provider will use Commercially Reasonable Efforts to assist Client in acquiring a license to such Report Tool. (d) Upon request by Client in advanceGroup, during the post-termination/expiration periods that Client Group has a license to use myHRSM and Report Tools, Service Provider must be contractually authorized to transfer shall make reasonable support services for myHRSM and Report Tools available to Client any assets, including Software, acquired, licensed or leased by Service Provider after the Effective Date that are used solely in performance of the ServicesGroup [***]*.

Exit Rights. (a) Upon the later of (i) the expiration or termination of the applicable Service Agreement(s) and/or this Agreement; or (ii) the last day of the Termination Assistance Period (the "END DATE"“End Date”) For the avoidance of doubt, the Exit Rights under this Section 22.07 are in addition to any rights granted to Client under the applicable Schedule P (Termination Assistance Services): (ai) The limited rights granted to Service Provider and Service Provider Representatives in Section 14.01 Client Software shall immediately terminate and Service Provider shall, and shall cause Service Provider Representatives to, to (i) deliver to Client, at no cost [***]* to Client, a current copy of the [***]* of Client Software (including Commissioned Works) as then in production and hosted or used by Service Provider or Service Provider Representatives at the End Date, Commissioned Works as then in production and hosted by Service Provider or Service Provider Representatives at the End Date, and tangible materials constituting Client Intellectual Property in the form and data formats in use by Service Provider or Service Provider Representatives as of the End Date (including without limitation any [***]* Software and Commissioned Works whether Client-owned or Service Provider-owned), (ii) to the extent that Client has a license and/or written permission from the authorized licensor of Service Provider Third Party Software, [***]* to Client charged by Service Provider, deliver to Client a current copy of [***]* of Service Provider Third Party Software in use by Client Group in the form and data format in use by Service Provider or Service Provider Representatives as of the End Date, (iii) to the extent permissible, deliver to Client, [***]* to Client charged by Service Provider, a current copy of [***]* of any modifications made by Service Provider or Service Provider Representatives to Service Provider Third Party Software in use by Client Group in the form and data formats in use by Service Provider or Service Provider Representatives as of the End Date, and (iv) upon Client concurrence, destroy or erase all other copies of the Client Software or Software, Client-owned Commissioned Works (except as otherwise agreed), and materials constituting Client Intellectual Property, Client New Intellectual Property or Client Confidential Information Data in Service Provider's ’s or Service Provider Representatives' ’ possession. Service Provider shall, upon Client's ’s request, certify to Client that all such copies have been destroyed or erased.. To the extent that Service Provider [***]* the modifications to Service Provider Third Party Software as set forth in this Section, Service Provider shall [***]* Upon Client’s request, Service Provider shall [***]* (bii) Upon Client's ’s request, with respect to any (i) contracts for maintenance, disaster recovery services and other necessary third party services being used by Service Provider solely to perform the Services as of the End Date, Date and (ii) Assigned Agreements, Service Provider shall use commercially reasonable efforts Commercially Reasonable Efforts to, transfer or assign such agreements to Client or Client’s Affiliate or its designeedesignee (other than obligations of Service Provider arising before the effective date of the assignment) on mutually agreeable terms and conditions. Where an assignment cannot be obtained without cost or on reasonable terms, Service Provider and Client will use Commercially Reasonable Efforts to mitigate such costs and shall assume same, [***]** to obtain the assignment. Upon Client’s request, Service Provider shall use Commercially Reasonable Efforts to facilitate Client’s contacts with any third parties providing Software used by Service Provider in providing the Services and with whom Client wishes to acquire a license to continue using the Software. (c) [***]* (diii) Upon Client's ’s request, Service Provider shall sell to Client or Client’s Affiliate or its designee(s) (i) the Service Provider Machines that are used by Service Provider or Service Provider Representatives solely to perform the Services as of the End Date; and (ii) any assets Assets transferred by Client or Client Affiliate to Service Provider or Service Provider Representatives (not otherwise covered in Section 21.09(d)(i)), free and clear of all liens, security interests, or other encumbrances (other than any charges that would be passed through to Client as a Third Party Costs under the applicable Schedule to the applicable Service Agreement(s)), all at Service Provider’s [***]*. Unless agreed otherwise Service Provider acknowledges and agrees that Client is entitled to request copies of the relevant records of the Service Provider to independently validate the [***]* for the Assets described in this subsection (iii). (iv) Service Provider shall return or if requested by Client, destroy Client Confidential Information together with any reproductions of Client Data, Client Documentation or other Client materials, except as required by Law. (b) And provided further: (i) Notwithstanding anything to the contrary in this Agreement and/or a Service Agreement, in the case of Service Provider Proprietary Software and Service Provider Software Tools (including myHRSM and Report Tools) (and all modifications and derivatives thereof developed and put into service for Client Group under this Agreement) Service Provider’s grant of license to Client Group under this Agreement shall [***]* after the expiry of the Termination Assistance Period solely for those components of Service Provider Proprietary Software and Service Provider Software Tools (including myHRSM and Report Tools) that Service Provider installed for Client at Service Locations prior to the termination date or expiration date of the Agreement or applicable Service Agreement and provided further that [***]* (ii) Notwithstanding anything to the contrary in this Agreement and/or a Service Agreement, Service Provider’s grant of license to Client Group to continue using the components of Service Provider Proprietary Software and Service Provider Software Tools (including myHRSM and Report Tools) (and all modifications and derivatives thereof developed and put in service for Client Group under this Agreement) shall [***]* upon the bankruptcy or insolvency of Service Provider or Exult Canada Parent, [***]* (c) To the extent that there is a report generator software tool that can be extracted and transportable (“Report Tool(s)”), (i) if such Report Tool is owned by Service Provider, then Service Provider will grant a license to Client Group for the object code of such Report Tool to [***]* upon: (A) the bankruptcy or insolvency of Service Provider or Exult Canada Parent, or (B) the expiry of the Termination Assistance Period, which license period [***]* (ii) if such Report Tool is owned by a third party, then Service Provider will use Commercially Reasonable Efforts to assist Client in acquiring a license to such Report Tool. (d) Upon request by Client in advanceGroup, during the post-termination/expiration periods that Client Group has a license to use myHRSM and Report Tools, Service Provider must be contractually authorized to transfer shall make reasonable support services for myHRSM and Report Tools available to Client any assets, including Software, acquired, licensed or leased by Service Provider after the Effective Date that are used solely in performance of the ServicesGroup [***]*.

Exit Rights. Upon the later of (iA) the expiration or termination of this Agreement; or Agreement and (iiB) the last day of the any Termination Assistance Period (the "END DATE"“End Date”): (aA) The limited rights granted to Service Provider and Service Provider Representatives Agents in Section 14.01 shall 20.1 will immediately terminate and Service Provider shallwill, and shall and, to the extent Dxxx does not possess a current copy of the Dxxx Software, will cause Service Provider Representatives to, Agents to (i1) deliver to ClientDxxx, at no cost to ClientDxxx, a current copy of the Client Dxxx Software or tangible materials constituting Client Intellectual Property in the form in use by Service Provider or Service Provider Representatives as of the End Date and (ii) destroy or erase all other copies of the Client Dxxx Software or materials constituting Client Intellectual Property, Client New Intellectual Property or Client Confidential Information in Service Provider's ’s or Service Provider Representatives' Agents’ possession. Service Provider shallwill, upon Client's Dana’s request, certify to Client Dxxx that all such copies have been destroyed or erased. (bB) Upon Client's Dana’s request, with respect Service Provider will sell to Dxxx or its designee, free and clear of all liens, security interests or other encumbrances, at the then current fair market value any (i) contracts for maintenance, disaster recovery services Equipment owned by Service Provider and other necessary third party services being used by Service Provider solely or Service Provider Agents primarily to perform the Services as of the End Date. (C) Service Provider will, and will cause Service Provider Agents to, deliver to Dxxx a copy of all Work Product, in the form in use as of the End Date. (iiD) Assigned AgreementsUpon Dana’s request, Service Provider shall use commercially reasonable efforts will, and will cause Service Provider Agents to, transfer or assign such agreements to Client Dxxx or its designee, on terms and Client shall assume sameconditions acceptable to all applicable parties, [***]* (c) [***]* (d) Upon Client's requestany agreements with third parties for the leasing of Equipment, Service Provider shall sell to Client licensing of Software, maintenance services, disaster recovery services or its designee(s) (i) the Service Provider Machines that are other third-party products or services, being used by Service Provider or Service Provider Representatives solely Agents primarily to perform provide the Services as of the End Date (including any Assigned Agreements), and Dxxx will assume the ongoing obligations under such agreements that relate to periods after the End Date; and . (iiE) any assets transferred by Client As to Service Provider or Software and Service Provider Representatives Tools to be licensed to Dxxx as provided in subsections (not otherwise covered in C) and (D) of Section 21.09(d)(i)), free and clear of all liens, security interests, or other encumbrances [***]*. Unless agreed otherwise by Client in advance20.2, Service Provider must be contractually authorized will deliver to transfer to Client any assets, including Software, acquired, licensed or leased by Dxxx a copy of the Service Provider after Software and Service Provider Tools, in the Effective Date that are used solely form in performance use as of the ServicesEnd Date.

Exit Rights. Upon the later of (iA) the expiration or termination of this Agreement; or Agreement and (iiB) the last day of the any Termination Assistance Period (the "END DATEEnd Date"): (aA) The limited rights granted to Service Provider and Service Provider Representatives Agents in Section 14.01 shall 20.1 will immediately terminate and Service Provider shallwill, and shall and, to the extent Xxxx does not possess a current copy of the Xxxx Software, will cause Service Provider Representatives to, Agents to (i1) deliver to ClientXxxx, at no cost to ClientXxxx, a current copy of the Client Xxxx Software or tangible materials constituting Client Intellectual Property in the form in use by Service Provider or Service Provider Representatives as of the End Date and (ii) destroy or erase all other copies of the Client Xxxx Software or materials constituting Client Intellectual Property, Client New Intellectual Property or Client Confidential Information in Service Provider's or Service Provider RepresentativesAgents' possession. Service Provider shallwill, upon ClientDana's request, certify to Client Xxxx that all such copies have been destroyed or erased. (bB) Upon ClientDana's request, with respect Service Provider will sell to Xxxx or its designee, free and clear of all liens, security interests or other encumbrances, at the then current fair market value any (i) contracts for maintenance, disaster recovery services Equipment owned by Service Provider and other necessary third party services being used by Service Provider solely or Service Provider Agents primarily to perform the Services as of the End Date. (C) Service Provider will, and will cause Service Provider Agents to, deliver to Xxxx a copy of all Work Product, in the form in use as of the End Date. (iiD) Assigned AgreementsUpon Dana's request, Service Provider shall use commercially reasonable efforts will, and will cause Service Provider Agents to, transfer or assign such agreements to Client Xxxx or its designee, on terms and Client shall assume sameconditions acceptable to all applicable parties, [***]* (c) [***]* (d) Upon Client's requestany agreements with third parties for the leasing of Equipment, Service Provider shall sell to Client licensing of Software, maintenance services, disaster recovery services or its designee(s) (i) the Service Provider Machines that are other third-party products or services, being used by Service Provider or Service Provider Representatives solely Agents primarily to perform provide the Services as of the End Date (including any Assigned Agreements), and Xxxx will assume the ongoing obligations under such agreements that relate to periods after the End Date; and . (iiE) any assets transferred by Client As to Service Provider or Software and Service Provider Representatives Tools to be licensed to Xxxx as provided in subsections (not otherwise covered in C) and (D) of Section 21.09(d)(i)), free and clear of all liens, security interests, or other encumbrances [***]*. Unless agreed otherwise by Client in advance20.2, Service Provider must be contractually authorized will deliver to transfer to Client any assets, including Software, acquired, licensed or leased by Xxxx a copy of the Service Provider after Software and Service Provider Tools, in the Effective Date that are used solely form in performance use as of the Services.End Date. *** indicates where a confidential portion has been omitted and filed separately with the Commission