Common use of Non-Interruption of Service Clause in Contracts

Non-Interruption of Service. Subcontractor acknowledges and agrees that any interruption to the Service will cause irreparable harm to [**], in which case an adequate remedy at law would not be available. Subcontractor expressly acknowledges and agrees that, pending resolution of any dispute or controversy, it will not deny, withdraw, or restrict Subcontractor’s provision of the Services to [**] under this Agreement, except as specifically and expressly agreed in writing by [**] and Subcontractor. Subcontractor further agrees as follows: (a) In the event of any material breach by Subcontractor (or attempt or threat of breach) of any of the terms of this Agreement that could reasonably be expected to cause an interruption to the Services or compromise of rights of [**] under this Agreement (including provision of access to computers or other files containing [**] Data in accordance with this Agreement), Amdocs may proceed directly to court without going through any otherwise applicable procedures or waiting periods set forth in Article 23. If a court of competent jurisdiction should find that Subcontractor has breached (or attempted or threatened to breach) any such obligations, Subcontractor agrees that without any additional findings of irreparable injury or other conditions to injunctive relief, it shall not oppose the entry of an appropriate order compelling performance by Subcontractor and restraining it from any further breaches (or attempted or threatened breaches). (b) Subcontractor shall not intentionally interrupt the Services or provide reduced levels of Service quality or support. (c) To the extent that Subcontractor suspends the availability of the Services or any portion of the Services because it is required to do so by a governmental authority of competent jurisdiction (“Government Requirement”), Subcontractor shall promptly use all reasonable efforts to comply with any such Government Requirement to the extent necessary to fully restore the Services.

Non-Interruption of Service. Subcontractor A. Supplier acknowledges and agrees that any interruption to the Service will cause irreparable harm to [**], in which case an adequate remedy at law would not be available. Subcontractor expressly acknowledges and agrees that, pending resolution of any dispute or controversy, it will not deny, withdraw, or restrict Subcontractor’s provision of the Services to [**] under this Agreement, except as specifically and expressly agreed in writing by [**] and Subcontractor. Subcontractor further agrees as follows: (a) In the event of any material breach by Subcontractor (or attempt or threat of to breach) by Supplier of any of the terms of this Agreement that could reasonably be expected relating to cause an interruption Supplier’s delivery of Services to the Services or compromise of rights of [**] under this Agreement Buyer (including provision any failure to ensure continuity of access Service during any Transition Period) will cause irreparable injury to computers or other files containing [**] Data in accordance with this Agreement)Buyer for which an adequate remedy at law will not be available. In such a circumstance, Amdocs Buyer may proceed directly to court without going through any otherwise applicable the procedures or waiting periods set forth in Article 23Section 21.3 (Dispute Resolution). If a court of competent jurisdiction should find that Subcontractor has breached (or attempted or threatened to breach) any such obligations, Subcontractor Supplier therefore agrees that without any additional findings of irreparable injury or other conditions to injunctive reliefrelief (unless the court requires posting of a bond or similar security), it shall not oppose the entry of an appropriate injunction, restraining order, order compelling specific performance of such terms, or other equitable relief from any court or regulatory authority of competent jurisdiction compelling performance by Subcontractor Supplier and restraining it from committing any further breaches (or attempted or threatened breaches). (b) Subcontractor B. Supplier shall not intentionally interrupt deny, withdraw, or restrict Supplier’s provision of the Services Service to Buyer under this Agreement, except as specifically and expressly agreed in writing by Supplier and Buyer or as expressly provided in this Section 13.0 (Non-Interruption of Service). C. Pending the resolution of any dispute under this Agreement Supplier shall continue to perform its obligations under this Agreement, and shall not discontinue, disconnect, or in any other fashion cease to provide, lower the quality of, or provide reduced levels of support for, all or any portion of the Service unless directed to do so by Buyer or permitted to do so under Subsections (E) and (F) below. D. Supplier acknowledges and agrees that, subject to Subsections (E) and (F) below, Buyer and Customer shall not be left without the Service or suffer reduced levels of Service quality or supportsupport unless and until Supplier has complied fully with the terms and requirements of Section 13.1 (Transition Period). (c) To E. Supplier may suspend, deny, or restrict the extent that Subcontractor suspends the availability provision of the Services or any applicable portion of the Services because it Service if Supplier has notified Buyer in writing that Buyer is required causing harm to do so by Supplier's network(s) and Buyer does not promptly cease and desist from the allegedly harmful activity, provided that Supplier must limit any such action to the affected locations, Service or Deliverable, and time periods. Supplier shall promptly restore the Service or, at Buyer's option, cooperate with Buyer to effect an orderly transition to substitute service from Supplier or another service provider, as soon as practicable after Buyer ceases doing harm to Supplier's network. F. Supplier may suspend, deny, or restrict the provision of the applicable portion of the Service if a governmental authority of competent jurisdiction determines that Buyer is making unlawful use of the Service or a portion of it and Buyer does not promptly cease and desist such use, provided that Supplier must limit any such action to the affected locations, Service or Deliverable, and time periods. Supplier shall not urge a governmental authority to make such a determination with respect to Buyer. Supplier may, however, seek orders or regulations of general application to all of its customers. Supplier shall promptly restore the Service, or, at Buyer's option, cooperate with Buyer to effect an orderly transition to substitute service from Supplier or another service provider, as soon as practicable after such requirement expires or is removed. G. Supplier shall not deny, restrict or withdraw the Service or any portion of it when any payment is past due, provided that, if such payments are more than ninety (“Government Requirement”90) days past due, Supplier may notify Buyer of its intention to terminate all of the affected Services and Deliverables in all affected SOWs and/or WAs for Cause under Section 20.0 and Supplier may require reasonable security from Buyer for any unpaid Undisputed Amounts, which security may, by agreement of the Parties, take the form of a deposit, payment in escrow, standby letter of credit or other agreeable form of security. For purposes of this subsection 13.0 G, Cause shall exist with respect to Buyer (with no grace period or notice requirement except as set forth in this Subsection 13.0 G) if Buyer shall have failed to make a material payment under Section 6.0 (Payment), Subcontractor adjusted as provided hereunder, within ninety (90) days of the date such payment is due, and such payment is not the subject of a bona fide dispute between Buyer and Supplier, provided that Buyer shall promptly use all reasonable efforts have thirty (30) days from the time it receives notice from Supplier of nonpayment to comply with cure any such Government Requirement default. If Buyer fails to cure the extent necessary default, Supplier may on five (5) days' notice to fully restore Buyer initiate proceedings to recover such payment, but may not deny or restrict the Servicesaffected Service pending the outcome of such proceedings.

Non-Interruption of Service. Subcontractor acknowledges and agrees that any interruption to the Service will cause irreparable harm to [**]AT&T, in which case an adequate remedy at law would not be available. Subcontractor expressly acknowledges and agrees that, pending resolution of any dispute or controversy, it will not deny, withdraw, or restrict Subcontractor’s provision of the Services to [**] AT&T under this Agreement, except as specifically and expressly agreed in writing by [**] AT&T and Subcontractor. Subcontractor further agrees as follows: (a) In the event of any material breach by Subcontractor (or attempt or threat of breach) of any of the terms of this Agreement that could reasonably be expected to cause an interruption to the Services or compromise of rights of [**] AT&T under this Agreement (including provision of access to computers or other files containing [**] AT&T Data in accordance with this Agreement), Amdocs may proceed directly to court without going through any otherwise applicable procedures or waiting periods set forth in Article 23. If a court of competent jurisdiction should find that Subcontractor has breached (or attempted or threatened to breach) any such obligations, Subcontractor agrees that without any additional findings of irreparable injury or other conditions to injunctive relief, it shall not oppose the entry of an appropriate order compelling performance by Subcontractor and restraining it from any further breaches (or attempted or threatened breaches). (b) Subcontractor shall not intentionally interrupt the Services or provide reduced levels of Service quality or support. (c) To the extent that Subcontractor suspends the availability of the Services or any portion of the Services because it is required to do so by a governmental authority of competent jurisdiction (“Government Requirement”), Subcontractor shall promptly use all reasonable efforts to comply with any such Government Requirement to the extent necessary to fully restore the Services.