Termination/Expiration Assistance. (a) During the Termination/Expiration Assistance Period, Vendor shall provide to ACI or, at ACI’s request, to ACI’s designee the reasonable termination/expiration assistance requested by ACI to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to ACI or its designee (including a competitor of Vendor) (“Termination/Expiration Assistance”).
(b) Charges for Termination/Expiration Assistance constituting continuance of the Services covered by the Monthly Base Charges will be invoiced and paid in the same manner as prior to the Termination/Expiration Assistance Period. Termination/Expiration Assistance Services outside the scope of the Monthly Base Charges that require resources beyond those account resources required to perform such in-scope Services, will be compensated on a time and materials basis at the rates set forth in Schedule C (Charges). In the event of a termination by Vendor pursuant to Section 21.2, ACI shall pay monthly in advance for such Termination/Expiration Assistance and any other Services that ACI requests Vendor to provide. Notwithstanding the foregoing, Vendor agrees that it will provide, at no additional cost to ACI, data extracts, electronic copies of all documentation pertaining to the Services (to the extent available prior to notice of termination), incident histories pertaining to the Services and copies of knowledge databases specific to ACI that are prepared by Vendor in connection with the Services.
(c) Termination/Expiration Assistance shall include the following, provided, Termination/Expiration Assistance can be performed without unreasonably interfering with the Vendor’s ability to perform the Services (unless the ACI provides Vendor in advance with the appropriate written relief from any Service or Service Level commitments or reprioritizes the Services): Confidential Master Services Agreement
(i) Vendor shall provide all reasonable information and assistance necessary to permit the smooth transition of Services and functions being performed by Vendor or its subcontractors to ACI or to ACI’s designee; provided, however, that if any of such information is to be disclosed to ACI’s designee, such designee must first execute Schedule M (Vendor Confidentiality Agreement) prior to receiving such information;
(ii) ACI or its designee shall be permitted to undertake, without interference from Vendor or Vendor subcontractors, to hire any Vendor Personnel prim...
Termination/Expiration Assistance. (a) Beginning (1) six (6) months prior to expiration of this Agreement (and/or an SOW hereunder) or upon such earlier date as D&B may request, or (2) upon a notice of termination (including notice of termination based upon default by D&B) or of non-renewal of this Agreement (and/or an SOW hereunder), and subject to Section 22.10(b) below, continuing through the effective date of expiration or, if applicable, of termination of this Agreement and/or such SOW hereunder (as such effective date may be extended pursuant to Section 22.8), Acxiom shall provide to D&B, or at D&B’s request to D&B’s designee, the reasonable termination/expiration assistance requested by D&B to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the terminating or expiring Services to D&B or its designee (including a competitor of Acxiom) (“Termination/ Expiration Assistance”). Acxiom shall also provide Termination/Expiration Assistance in the event of any partial termination of this Agreement, such assistance to commence upon D&B’s notice of termination to Acxiom. Termination/Expiration Assistance shall include the assistance described in Schedule H and the following:
(i) D&B or its designee shall be permitted to undertake, without interference from Acxiom, to hire no more than six (6) Acxiom Personnel primarily performing the Services as of the date of notice of termination or reduction or removal of Services, or, in the case of expiration, within the six (6) month period (or longer period requested by D&B) prior to expiration. Acxiom shall waive, and shall cause its subcontractors to waive, their rights, if any, under agreements with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B’s designee. D&B or its designee shall have reasonable access to such personnel for interviews and recruitment.
(ii) If D&B is entitled pursuant to this Agreement and/or an SOW hereunder to a sublicense or other right to Use any Software owned or licensed by Acxiom, Acxiom shall provide such sublicense or other right.
(iii) At D&B’s request, Acxiom shall: D&B/Acxiom Confidential Information 92-
(A) obtain, at D&B’s expense (unless otherwise provided herein), any required consents from third parties and thereafter assign to D&B or its designee leases for some or all of the Equipment that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providin...
Termination/Expiration Assistance. (a) Commencing upon notice of termination and continuing through the effective date of termination of this Contract, Contractor shall provide to Owner, or at Owner's request to Owner's designee, the reasonable termination/expiration assistance requested by Owner to allow the Work to continue without interruption or adverse effect and to facilitate the orderly transfer of the Work to Owner or its designee; provided, however, that Owner has paid all outstanding invoices. Such assistance shall include the following:
(1) to the extent Contractor has not already done so pursuant to paragraph (d) of Article 10.1 (Warranties), Contractor shall assign, to the extent assignable, to Owner all Subcontractors', manufacturers' or other warranties on all materials or equipment furnished by Contractor; and
(2) upon Owner's request, Contractor shall assign to Owner or its designee the Material Subcontracts, as well as any and all Subcontracts requested by Owner provided that such Subcontracts are assignable except in the case of termination pursuant to Article 26.1 (Termination for Owner's Convenience).
(b) Owner shall pay Contractor for termination/expiration assistance in accordance with the pricing set forth in Exhibit C (Contract Pricing, Payments and Milestone Achievement Criteria), provided, however, that in the event Contractor terminates the Contract due to Owner's failure to pay undisputed amounts or failure to pay amounts into escrow to the extent required under this Contract, Contractor shall be entitled to payment in advance for termination/expiration assistance.
Termination/Expiration Assistance. Commencing on the effective date of termination or expiration of this Agreement, as the case may be, and continuing for a period of one hundred eighty (180) days, Service Provider shall provide to Customer, or at Customer’s request to Customer’s designee, the reasonable termination/expiration assistance requested by Customer to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Customer or its designee (“Termination/Expiration Assistance”). The Termination/Expiration Assistance shall include the assistance described in Schedule I. Customer agrees to pay Service Provider for all such services under this Section 21.4 in accordance with Section 8 of this Agreement. Service Provider shall be obligated to provide Termination/Expiration Assistance regardless of whether this Agreement is terminated in connection with a material breach by Customer, provided, that Customer (i) pays undisputed payments due under this Agreement; and (ii) makes assurance of prompt payment or advance payment to Service Provider for the Termination/Expiration Assistance.
Termination/Expiration Assistance. (a) Beginning six (6) months prior to expiration of this Agreement, on such earlier date as Capital One may request, or commencing upon a notice of termination (including notice of termination based upon default by Capital One) of this Agreement or cessation of any of the Services, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement, First Data shall provide to Capital One, or at Capital One’s request to Capital One’s designee, the reasonable termination/expiration assistance requested by Capital One to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to Capital One or its designee (including a competitor of First Data) (“Termination/Expiration Assistance”). Capital One’s request may be in the context of Capital One’s reduction or removal of a portion of the Services in accordance with Section 3.1(c), although this Agreement is not itself being terminated. Termination/Expiration Assistance shall include the assistance described in Schedule I.
(b) For up to nine (9) months following the effective date of termination/expiration under other provisions of this Agreement, or cessation of any Services, at Capital One’s request, and subject to Capital One providing First Data a plan for migrating the affected volumes and work during such time period, First Data shall continue to provide Termination/Expiration Assistance. Actions by First Data under this Section 19.6(b) shall be subject to the other provisions of this Agreement. Charges for such activities by First Data shall be as specified in Schedule C, except that the Minimum Revenue Commitment shall not apply during such period.
(c) As part of evaluating whether to undertake or allow termination/expiration or renewal of this Agreement, Capital One may consider obtaining, or determine to obtain, offers for performance of services similar to the Services following termination/expiration of this Agreement. As and when reasonably requested by Capital One for use in such a process, First Data shall provide to Capital One such information and other cooperation regarding performance of the Services as would be reasonably necessary for a third party to prepare an informed, non-qualified offer for such services, and for a third party not to be disadvantaged compared to First Data if First Data were to be invited by Capital One to submit a proposal.
Termination/Expiration Assistance. (a) Beginning twelve (12) months prior to expiration of this Agreement or on such earlier date as RCSI may request, or commencing upon any notice of termination or of non-renewal of this Agreement (including notice based upon default by RCSI), First Data shall provide the assistance that RCSI requests, either on its own behalf or on the behalf of any successor provider of services (collectively, “Successor”) which may reasonably be required in connection with the transition of the Production Services (“Termination/Expiration Assistance”). “Terminated Services” means any Production Services that First Data will cease to provide as a result of any expiration or termination of this Agreement either in its entirety or with respect to such Production Services. If the Successor is an entity other than PSA 49 RCSI / First Data Confidential RCSI, RCSI shall obtain from the Successor written assurance that the Successor will maintain the confidentiality of First Data’s Confidential Information disclosed or provided to the Successor in the course of receiving such Termination/Expiration Assistance. RCSI shall return all First Data Confidential Information provided to RCSI under this Section 18.6 within thirty (30) days after the transition of Production Services is completed. First Data’s Termination/Expiration Assistance shall include and be governed by the following:
Termination/Expiration Assistance. Commencing six (6) months prior to the termination or expiration of this Agreement or any Program, or on such earlier date as Bank may reasonably request, or commencing upon a notice of termination (including notice based upon default by Bank), in whole or in part, or of non-renewal of this Agreement or any Program, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement or any Program, Servicer shall provide to Bank, or at Bank’s request to Bank’s designee (“Bank Designee”), all necessary assistance to facilitate the orderly transition of Services to Bank or its designee to allow the Services to continue without interruption or adverse effect (“Termination/Expiration Assistance”). The cost and expense of such Termination/Expiration Assistance provided by Servicer shall be (a) at Servicer’ sole cost and expense if the termination or expiration of the Agreement or Program is attributable to Servicer’s failure to perform its obligations or renew this Agreement, (b) at Bank’s sole cost and expense if the termination or expiration of the Agreement or Program is attributable to Bank’s failure to perform its obligations or renew this Agreement, and (c) divided equally among Servicer and Bank in any circumstance not covered by section 9.2(a) or 9.2(b). To the extent that Bank is responsible for payment of such costs and expenses of Servicer, Servicer shall invoice Bank for such services provided by Servicer employees at an hourly rate of $150 per hour. Bank shall pay such invoices within thirty (30) days following receipt of the invoice. In no event shall Servicer be required to deliver to any Bank Designee any Confidential Information of Servicer or Servicer Intellectual Property unless Bank has caused such Bank Designee to enter into a confidentiality agreement with Servicer in form and substance acceptable to Servicer in its reasonable discretion. Termination/Expiration Assistance shall be subject to and include the following:
(i) Servicer shall provide the Services and Termination/Expiration Assistance until all applicable Cards being terminated are deconverted. Such actions by Servicer shall be subject to the other provisions of this Agreement, including all applicable performance standards, service levels and pricing.
(ii) Servicer shall develop with Bank, a plan for the orderly de- conversion and/or transition of the performance of the Services, under this Agreement for each Program being terminated, from...
Termination/Expiration Assistance. Commencing twelve (12) months prior to expiration of this Agreement or on such earlier date as RCSI may request, or commencing upon any notice of termination or of non-renewal of this Agreement (including notice based upon default by RCSI), First Data shall provide the assistance that RCSI requests, either on its own behalf or on the behalf of any successor provider of services (collectively, “Successor”) which may reasonably be required in connection with the transition of the Services and related Conversions (“Termination/Expiration Assistance”). If the Successor is an entity other than RCSI, RCSI shall obtain from the Successor written assurance that the Successor will maintain the confidentiality of First Data’s Confidential Information disclosed or provided to the Successor in the course of receiving such Termination/Expiration Assistance. RCSI shall return all First Data Confidential Information provided to RCSI under this Section 21.7 within thirty (30) days after the transition of Services is completed. First Data’s Termination/Expiration Assistance shall include and be governed by the following:
Termination/Expiration Assistance. (a) Provision of Services Prior to Termination/Expiration Date. Commencing six (6) months prior to expiration of this Agreement or on such earlier date as Empire may request, or commencing upon any notice of termination or partial termination (as limited by the next sentence), including notice based upon default by Empire or of non-renewal of this Agreement, and continuing through the effective date of expiration or, if applicable, of termination of this Agreement (as such effective date may be extended pursuant to Section 21.9), IBM shall provide to Empire, or at Empire's request to Empire's designee, the reasonable termination/expiration assistance requested by Empire to allow the Services to continue in accordance with the terms of the Agreement and to facilitate the orderly transfer of the Services to Empire or its designee ("Termination/Expiration Assistance"), provided that to the extent that termination is pursuant to Section 21.1(c), Empire shall either (1) pre-pay the estimated monthly charges for such Termination/Expiration Assistance at least thirty (30) days prior to each month (which charges shall be trued-up when actual charges become available), or (2) post an irrevocable letter of credit (or performance bond) in sufficient amount to meet the ongoing charges to be incurred. In the event of any partial termination, the provision of Termination/Expiration Assistance shall be provided by IBM only as applicable to the Services terminated. Termination/Expiration Assistance shall include the assistance described in Schedule I and the following:
Termination/Expiration Assistance. (i) Upon any termination or expiration of this Agreement, AOL may cancel the Services and MCI will (i) provide reasonable assistance and consultation to ensure a smooth and timely transition of AOL’s Services to AOL or AOL’s designee (i.e., another vendor), and (ii) continue to provide the Services at prices then in effect (such period the “Migration Period”). During the Migration Period, the parties shall ensure the complete migration of the Services provided hereunder (including Toll-Free Port services and Colocation services, if any) to AOL or to other services or networks of another provider or providers. Except as otherwise mutually agreed upon by the parties, MCI shall continue to provide the services during the Migration Period to AOL at prices then in effect as of the date of expiration or termination of the Agreement, and shall otherwise perform all of its obligations under this Agreement for the duration of the Migration Period. The Migration Period shall be a minimum of [****] unless the parties agree otherwise. No Migration Period shall exceed [****] in duration unless the parties agree otherwise or [****], in which case the Migration Period may extend to a total of [****] months.
(ii) In the event of any termination or expiration, MCI will make commercially reasonable efforts to transfer, to AOL or its designee, ownership of the telephone numbers in the network corresponding to the affected services. If for any reason the services provided for under this Agreement have not been completely migrated by the end of the applicable Migration Period, at any time thereafter MCI may immediately terminate any or all remaining services, and/or AOL may require MCI to immediately terminate the provision of any or all remaining services and, as set forth in Section 20.1, MCI will transfer ownership of telephone numbers, without limiting any rights or remedies the parties may have under this Agreement or otherwise.
