Common use of STEP-IN Clause in Contracts

STEP-IN. 1.1 If: 1.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 1.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure Event; 1.1.3 a Regulator requires the Customer to do so; or 1.1.4 the circumstances in paragraph 13.1 of Schedule 15 (Exit) occur, then, without limiting any other rights it may have, the Customer may take control of the part of the Services affected by the Service Provider default or non-performance, or the Force Majeure Event and in the case of clause 32.1.3, the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, "Step In") for a maximum period of two (2) months after which the Customer shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service. 1.2 In exercising its rights of Step In the Customer may perform any act that the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that the Customer: (i) complies with the Service Provider's reasonable security and confidentiality policies as notified to the Customer; (ii) procures that any third party that it engages signs an Agreed Form NOA, with an obligation to erect "ethical" walls within its own organisation to protect the Service Provider's confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider's facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party. 1.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure Event), and the Customer shall not be charged for Services that are not provided to the Customer as a result of a Force Majeure Event or the Service Provider's default or non-performance.

STEP-IN. 1.1 7.1 If: 1.1.1 7.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 1.1.2 7.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure Eventevent; 1.1.3 7.1.3 a Regulator regulator requires the Customer Aspen to do so; or 1.1.4 7.1.4 the circumstances in paragraph 13.1 of Schedule 15 10 (ExitExit Plan and Service Transfer Arrangements) occur, then, without limiting any other rights it may have, the Customer Aspen may take control of the part of the Services (including the entirety of an impacted Service Tower) affected by the Service Provider default or non-performance, or the Force Majeure Event event and in the case of clause 32.1.37.1.3, the Customer Aspen shall take control of the part of the Services affected by the regulatory direction (in each case, "“Step In"”) for a maximum period of two (2) months after which the Customer Aspen shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service. 1.2 7.2 In exercising its rights of Step In the Customer Aspen may perform any act that the Customer Aspen deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that the CustomerAspen: (i) complies with the Service Provider's ’s reasonable security and confidentiality policies as notified to the CustomerAspen; (ii) procures that any third party that it engages signs an Agreed Form NOANDA, with an obligation to erect "ethical" walls “ethical walls” within its own organisation to protect the Service Provider's ’s confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider's ’s facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party. 1.3 7.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same same, for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure Eventevent or consequent to a regulatory direction unless such direction arises due to acts or omissions of the Service Provider), and the Customer Aspen shall not be charged for Services that are not provided to the Customer Aspen as a result of a Force Majeure Event event or the Service Provider's ’s default or non-performance. In the event that the incremental cost of replacement services exceeds [***], Service Provider shall have the right, but not the obligation, to propose an alternate third party supplier and Aspen shall consider such proposal in good faith. The Service Provider shall either pay directly or reimburse Aspen for any such third party costs incurred. Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to Aspen, at Aspen’s option. 7.4 In the event of Aspen exercising its right of Step In, the Service Provider shall co-operate with Aspen (and its agents or representatives, including any applicable third party supplier) and provide reasonable assistance at no charge to Aspen to restore such Aspen function or the Services or any part of them as soon as reasonably possible, including giving Aspen (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider’s premises, Equipment, material and software, to the extent reasonably necessary for the purpose of restoring such Aspen function or the Services or any part of them to the level required under this Agreement. 7.5 As soon as reasonably practicable following the restoration of the affected Aspen function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to Aspen’s reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services. 7.6 Without prejudice to the caps set out in clause 22, nothing in this clause 7 limits the Service Provider’s liability to Aspen with respect to any default or non-performance by the Service Provider under this Agreement provided always that the Service Provider shall be relieved of its obligations to deliver the Services affected by any Step In during the period Aspen or any third party supplier has taken over delivery of such Services.

STEP-IN. 1.1 32.1 If: 1.1.1 32.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 1.1.2 32.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure Event;; or 1.1.3 32.1.3 a Regulator requires the Customer to do so; or 1.1.4 the circumstances in paragraph 13.1 of Schedule 15 (Exit) occur, then, without limiting any other rights it may have, the Customer may take control of the part of the Services affected by the Service Provider default or non-performance, or the Force Majeure Event and in the case of clause 32.1.3, the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, "“Step In") for a maximum period of two (2) months after which the Customer shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service”). 1.2 32.2 In exercising its rights of Step In the Customer may perform any act that the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service providerThird Party Service Provider) or may direct the Service Provider to procure those Services from a third party supplier provided Third Party Service Provider. 32.3 Unless Step In is instigated due to the events set out in clauses 32.1.2 and/or 32.1.3 (except in the event that the Customer: (i) complies with the Service Provider's reasonable security and confidentiality policies as notified to the Customer; (ii) procures that any third party that it engages signs an Agreed Form NOA, with an obligation to erect "ethical" walls within its own organisation to protect the Service Provider's confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access Regulator requires Step In due to the Service Provider's facilities and shared computing environment; and (iv) does not require the ’s default), where a Third Party Service Provider to disclose its commercially sensitive information to any third party. 1.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier Third Party Service Provider for performing the same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure Event)continues, and the Customer shall not be charged for Services that are not provided to the Customer as a result of a Force Majeure Event or the Service Provider's ’s default or non-performance. The Service Provider shall either pay directly or reimburse the Customer for any such third party costs incurred on an indemnity basis. Such payments made by the Service Provider may be credited against the Charges or paid by way of cheque or direct debit to the Customer, at the Customer’s option. 32.4 In the event of the Customer exercising its right of Step-In, the Service Provider shall co-operate with the Customer (and its agents or representatives, including any applicable Third Party Service Provider) and provide reasonable assistance at no charge to the Customer to restore such Customer function or the Services or any part of them as soon as reasonably possible, including giving the Customer (and its agents or representatives, including any applicable third party services provider) reasonable access to the Service Provider’s premises, Equipment, Material and Software, to the extent reasonably necessary for the purpose of restoring such Customer function or the Services or any part of them to the level required under this Agreement. 32.5 As soon as reasonably practicable following the restoration of the affected the Customer function or the affected part of the Services (meaning that its performance is no longer substantially prevented, hindered, degraded or delayed) to the Customer’s reasonable satisfaction or a Regulator lifting its Step In requirement, the Service Provider shall resume the performance of the relevant Services. 32.6 Nothing in this clause 32 limits the Service Provider’s liability to the Customer with respect to any default or non-performance by the Service Provider under this Agreement.