Common use of Services Transfer Assistance Clause in Contracts

Services Transfer Assistance. (a) During the period after any termination of this Agreement, or expiration of this Agreement (the "Termination Assistance Period"), Provider will perform the termination assistance services in accordance with the Termination Assistance Plan set forth on the TERMINATION ASSISTANCE PLAN SCHEDULE. The Parties will use reasonable efforts to limit the Termination Assistance Period to no more than [***]* after the termination or expiration of this Agreement. (b) The Parties agree that Provider will be compensated for any Termination Assistance Services provided by Provider that require the use of different or additional services or resources beyond that which Provider is then using to provide the Services in accordance with the Service Levels. In that event, Provider's request for Termination Assistance Services will be considered New Services to be provided in accordance with Section 2.13. Except as otherwise agreed between Company and Provider, payments for Termination Assistance Services will be due on the standard invoicing terms set forth in Article 8 of this Agreement. If, however, Provider terminates this Agreement for cause under Section 12.6, Company must cure the breach giving rise to termination and will prepay for any such Termination Assistance Services as a condition to Provider's obligations under this Section 13.3. (c) Within [***]* after each anniversary date of this Agreement, Provider will submit for Company's approval a revised Termination Assistance Plan, updated by Provider to reflect the then-existing Company environment in which the Services are provided. Upon approval by both Parties, each revised Termination Assistance Plan will be signed by both Parties and attached as an Addendum to the TERMINATION ASSISTANCE PLAN SCHEDULE. (d) During the Termination Assistance Period, Provider will provide the Company Group, its Affiliates, and third parties participating in the transition activities, with reasonable access to the business processes, Hardware, Software and other resources (including human resources) used by Provider to deliver the Services, as necessary to support the transition of the Services from Provider to performance by Company or another provider of functions to replace the Services, provided that (i) any such access does not interfere with Provider's ability to provide the Services or Termination Assistance Services; and (ii) such third parties and Company's Affiliates comply with Provider's security and confidentiality requirements, including execution of a confidentiality agreement reasonably acceptable to Provider. (e) The provisions of this Agreement will remain in effect during the Termination Assistance Period.

Services Transfer Assistance. (a) During the period after any termination of this Agreement, or expiration of this Agreement (the "Termination Assistance Period"), Provider will perform the termination assistance services in accordance with the Termination Assistance Plan set forth on the TERMINATION ASSISTANCE PLAN SCHEDULE. The Parties will use reasonable efforts to limit the Termination Assistance Period to no more than [***]* after the termination or expiration of this Agreement. (b) The Parties agree that Provider will be compensated for any Termination Assistance Services provided by Provider that require the use of different or additional services or resources beyond that which Provider is then using to provide the Services in accordance with the Service Levels. In that event, Provider's request for Termination Assistance Services will be considered New Services to be provided in accordance with Section 2.132.14. Except as otherwise agreed between Company and Provider, payments for Termination Assistance Services will be due on the standard invoicing terms set forth in Article 8 of this Agreement. If, however, Provider terminates this Agreement for cause under Section 12.6, Company must cure the breach giving rise to termination and will prepay for any such Termination Assistance Services as a condition to Provider's obligations under this Section 13.3. (c) Within [***]* after each anniversary date of this Agreement, Provider will submit for Company's approval a revised Termination Assistance Plan, updated by Provider to reflect the then-existing Company environment in which the Services are provided. Upon approval by both Parties, each revised Termination Assistance Plan will be signed by both Parties and attached as an Addendum to the TERMINATION ASSISTANCE PLAN SCHEDULE. (d) During the Termination Assistance Period, Provider will provide the Company Group, its Affiliates, and third parties participating in the transition activities, with reasonable access to ---------- * Confidential information has been omitted. the business processes, Hardware, Software and other resources (including human resources) used by Provider to deliver the Services, as necessary to support the transition of the Services from Provider to performance by Company or another provider of functions to replace the Services, provided that (i) any such access does not interfere with Provider's ability to provide the Services or Termination Assistance Services; and (ii) such third parties and Company's Affiliates comply with Provider's security and confidentiality requirements, including execution of a confidentiality agreement reasonably acceptable to Provider. (e) The provisions of this Agreement will remain in effect during the Termination Assistance Period.