Common use of Termination/Expiration Assistance Clause in Contracts

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 primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder of such lease; and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily used for providing the Services; and (3) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain any necessary rights and thereafter make available to ACI or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor in the performance of the Services including services being provided through third-party service or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after the effective date of termination or expiration of this Agreement, ACI shall reimburse Vendor for the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days of the Termination/Expiration Assistance Period, begin to provide and thereafter promptly provide capacity planning, consulting services, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing services, and providing Equipment where practical; provided that such services are provided by the then assigned Vendor Personnel. Confidential Master Services Agreement

Termination/Expiration Assistance. Unless otherwise specifically set forth in the Scope of Work, at the Agency’s request, commencing six (a6) During months prior to expiration of this Agreement or the Scope of Work, or on such earlier date as the Agency may request, or commencing upon any notice of termination (in whole or in part) or of non-renewal of this Agreement (including notice based upon default by the Agency), and continuing for a period of at least six (6) months after such termination or expiration, as applicable (the “Termination/Expiration Assistance Period”), Vendor shall Provider will provide to ACI orthe Agency, or at the Agency’s request to the Agency’s designee, at ACI’s requestno additional charge, to ACI’s designee the reasonable termination/expiration assistance requested by ACI the Agency to allow the terminated or expired Services to continue without interruption or adverse effect and to facilitate the orderly transfer of such Services or the Services Deliverables thereof to ACI the Agency or its designee (including a competitor of Vendor) (“Termination/Expiration Assistance”). (b) Charges . Provider shall not increase the charges for such Services and Deliverables during any Termination/Expiration Assistance constituting continuance Period and shall reduce such charges to the extent Services are reduced during such Termination/Expiration Assistance Period. The quality and level of the Services covered by the Monthly Base Charges will shall not be invoiced and paid in the same manner as prior to degraded during the Termination/Expiration Assistance Period. After the expiration of the Termination/Expiration Assistance Period, Provider shall answer questions from the Agency regarding the 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 an “as needed” 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 Provider’s then standard commercial billing rates. 12.1.1 Termination/Expiration Assistance will include the following (but solely as it relates to that part of this Agreement or the Scope of Work that expires or is terminated): (a) Within thirty (30) days after the commencement of Termination/Expiration Assistance, Provider will provide a complete plan for turnover that enables a smooth transition of the Services to the Agency or a successor to Provider (such plan, the “Turnover Plan”). The Turnover Plan will be provided to the Agency in both hardcopy and in an electronic format capable of being utilized by the Agency. Upon the Agency’s written approval of the Turnover Plan, Provider will provide Termination/Expiration Assistance in accordance with such Turnover Plan. Provision of Termination/Expiration Assistance will not be complete until the Agency Project Manager agrees that all tasks and deliverables set forth in the Turnover Plan have been completed. (b) Provider will attend periodic review meetings called by the Agency, during which the parties at a minimum will review Provider’s performance of Termination/Expiration Assistance, including the completion of tasks and deliverables set forth in the Turnover Plan. (c) Provider will provide sufficient personnel with current knowledge of the Services to work with the appropriate staff of the Agency and, if applicable, the successor Provider to perform the turnover tasks defined in the Turnover Plan. Provider will cooperate with the Agency and any other Services that ACI requests Vendor successor to provide. Notwithstanding Provider in transitioning the foregoing, Vendor agrees that it will provide, at no additional cost to ACI, data extracts, electronic copies of all documentation pertaining to functions performed by Provider under this Agreement in 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 same manner as described in connection with Section 3.3 for third parties performing the Services. (cd) Termination/Expiration Assistance shall include the following, provided, Termination/Expiration Assistance can be performed without unreasonably interfering with the Vendor’s ability Provider will promptly cooperate and provide any information that is necessary to perform effectuate a smooth transfer of the Services (unless performed and Deliverables delivered by Provider under this Agreement to the ACI provides Vendor in advance with Agency or a successor to Provider, including as necessary for the appropriate written relief from any Service or Service Level commitments or reprioritizes the Services): Confidential Master Services AgreementAgency to prepare a request for proposal. (ie) Vendor Provider shall provide all reasonable information identify and assistance necessary to permit assist the smooth transition of Services and functions being performed Agency in procuring suitable functionally equivalent replacements for any shared hardware or software then used 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 primarily performing the Services as of the date of notice of termination, or, Provider in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder provide a listing and detailed written description of such lease; all support and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily development tools and methodologies used for providing in performing the Services; and (3) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and. (Cf) Vendor shall Provider will obtain any necessary rights and thereafter make available to ACI the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor Provider in the performance of the Services including services being provided through third-party service subcontractors. 12.1.2 Upon the latter of the expiration or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after the effective date of termination or expiration of this Agreement, ACI shall reimburse Vendor for in whole or in part, and the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days last day of the applicable Termination/Expiration Assistance Period, begin the rights granted to Provider in Section 14.4 and 14.6 shall immediately terminate to the extent no longer reasonably necessary by Provider to provide the Services, and thereafter promptly provide capacity planningProvider shall (a) deliver to the Agency, consulting servicesat no cost to the Agency, facilities planninga current copy of all of the Agency Furnished Materials in the form in use as of that time, telecommunications planning(b) destroy or erase all other copies of the Agency Furnished Materials in Provider’s care, Software configurationcustody or control, reviewing and (c) cease all System Software with a new service provider, generating machine readable/listings use of source code to which ACI is otherwise entitled pursuant to the Agency Systems. 12.1.3 Upon the latter of the expiration or termination of this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing servicesin whole or in part, and providing Equipment where practical; provided the last day of the applicable Termination/Expiration Assistance Period, Provider shall deliver to the Agency a copy of all Deliverables and related documentation relating to the terminated portion of this Agreement in whatever form exists as of that such services are provided by time. 12.1.4 Upon the then assigned Vendor Personnel. Confidential Master Services latter of the expiration or termination of this Agreement, in whole or in part, and the last day of the applicable Termination/Expiration Assistance Period, at the Agency’s request, Provider shall deliver all Pre- Existing Materials, Third Party Content and Third-Party Technology relating to the terminated portion of this Agreement, to the Agency or its designee. 12.1.5 Provider will provide the Agency with all documentation, policies, procedures and tools used to provide the Services.

Termination/Expiration Assistance. (a) During Concurrently with the Termination/Expiration Assistance Periodexpiration or termination of this Master Agreement or any Service Agreement, Vendor shall except on the grounds of a failure of Nuevo to satisfy a payment obligation, a Torch Party shall, at the request of Nuevo, provide to ACI or, Nuevo 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 Nuevo's expense 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 accordance with the Services. (c) Termination/Expiration Assistance shall include the followingTorch Party's then-current published pricing, 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 primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder of such lease; and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily used for providing the Services; and (3) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain any necessary rights and thereafter make available to ACI or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor in the performance of the Services including services being provided through third-party service or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after the effective date of termination or expiration of this Agreement, ACI shall reimburse Vendor for the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days of the Termination/Expiration Assistance Periodprovided in this Section 16.5, begin subject, however, to all other provisions of this Agreement. Termination/Expiration Assistance to which Nuevo is entitled under this Agreement may not be withheld by Torch provided that Nuevo has satisfied and continues to satisfy all of its payment obligations to each Torch Party and provided that Nuevo has paid to each Torch Party, from whom Termination/Expiration assistance is sought, a "Performance Deposit": (a) Torch shall deliver to Nuevo all Nuevo Business Records, Nuevo Confidential Information and Nuevo Confidential Materials, in the Torch Party's possession, and shall, at Nuevo's request, destroy all electronic copies thereof not turned over to Nuevo (except for one archival copy), provided that the Torch Party shall have no obligation to provide any of its intellectual property, Business Records, Confidential Information, or any other of its property; and thereafter promptly provide capacity planningTorch shall deliver to Nuevo a copy of each Work Product not previously delivered to Nuevo and in the Torch Party's possession; (b) The Torch Party shall reasonably cooperate with Nuevo and all of Nuevo's other service providers and shall use commercially reasonable efforts to facilitate a smooth transition at the time of disengagement, consulting serviceswith no interruption of Services, facilities planningno adverse impact on the provision of Services, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings no interruption of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing servicesany services provided by third parties, and providing Equipment where practical; provided that such no adverse impact on the provision of services are provided by third parties; (c) The Torch Party shall take such additional actions and perform such additional tasks as may be reasonably necessary to facilitate a timely disengagement in compliance with the then assigned Vendor Personnel. Confidential Master Services Agreementprovision of this Section 16.5, including full performance, on or before the date of expiration or termination of the Term, of all of the Torch Party's obligations under this Section 16.5.

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 primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder of such lease; and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily used for providing the Services; and (3) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain any necessary rights and thereafter make available to ACI or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor in the performance of the Services including services being provided through third-party service or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after the effective date of termination or expiration of this Agreement, ACI shall reimburse Vendor for the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days of the Termination/Expiration Assistance Period, begin to provide and thereafter promptly provide capacity planning, consulting services, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing services, and providing Equipment where practical; provided that such services are provided by the then assigned Vendor Personnel. Confidential Master Services Agreement.

Termination/Expiration Assistance. At Xxxxx’x request, commencing six (a6) During months prior to expiration of this Agreement, or on such earlier date as Xxxxx may request, or commencing upon any notice of termination by either Party (which notice, for purposes of Section 32.1, shall be the Second Notice from SAVVIS) (in whole or in part) or of non-renewal of this Agreement (including notice based upon default by Xxxxx), and continuing through the Termination/Expiration Assistance Period, Vendor shall SAVVIS will provide to ACI orXxxxx, or at ACI’s requestXxxxx’x request to Xxxxx or Xxxxx’x designee(s), to ACI’s designee the reasonable termination/expiration assistance requested by ACI Xxxxx and generally available from SAVVIS to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to ACI Xxxxx or its designee (including a competitor of Vendordesignee(s) (such assistance, “Termination/Expiration Assistance”). (b) Charges ; provided that Xxxxx has paid all outstanding, undisputed amounts owing to SAVVIS and prepays for the Termination/Expiration Assistance monthly in advance. Any Termination/Expiration Assistance that is provided in accordance with the foregoing will be provided during the Term at no additional cost to the extent it is part of the Base Services and at SAVVIS’ time and materials charges in Schedule C, unless agreed otherwise by the Parties to the extent it is not part of the Base Services. The charges for Termination/Expiration Assistance constituting continuance provided by SAVVIS after termination or expiration of the Services covered by the Monthly Base Charges will this Agreement, shall be invoiced and paid in the same manner as prior billed 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 Xxxxx at the rates set forth in Schedule C (Chargesexcept as the Parties may otherwise agree). In The quality and level of the event of a termination by Vendor pursuant to Section 21.2Services shall not be degraded during the Termination/Expiration Assistance Period, ACI shall pay monthly in advance for and all such Termination/Expiration Assistance shall be provided in accordance with the terms 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 conditions governing SAVVIS’ provision of all documentation pertaining to the Services hereunder. Termination/Expiration Assistance will include the following: (a) Within thirty (30) days after the commencement of Termination/Expiration Assistance, SAVVIS will provide a plan for operational turnover that is intended to enable a smooth transition of the extent available prior functions performed by SAVVIS under this Agreement to notice Xxxxx or its designee(s) (such plan, the “Turnover Plan”). The Turnover Plan will be provided to Xxxxx in both hardcopy and in an electronic format as reasonably requested by Xxxxx, and shall be deemed Xxxxx’x Confidential Information. Upon Xxxxx’x approval of termination)the Turnover Plan, incident histories pertaining to SAVVIS will provide all further Termination/Expiration Assistance in accordance with such Turnover Plan and the Services terms and copies conditions set forth therein. Provision of knowledge databases specific to ACI Termination/Expiration Assistance will not be complete until that are prepared all tasks set forth in the Turnover Plan have been completed. (b) SAVVIS will attend periodic review meetings called by Vendor Xxxxx at reasonable times and frequency, during which the Parties at a minimum will review SAVVIS’ performance of Termination/Expiration Assistance, including the completion and delivery of tasks set forth in connection with the ServicesTurnover Plan. (c) Termination/Expiration Assistance shall include the following, provided, Termination/Expiration Assistance can be The Turnover Plan will provide a written description of all Services 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 Agreementby SAVVIS. (id) 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 primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI SAVVIS will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder of such lease; and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily used for providing the Services; and (3) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain any necessary rights and thereafter make available to ACI Xxxxx or its designeedesignee during the Termination/Expiration Assistance Period, pursuant to reasonable terms and conditionsconditions (or terms and conditions reasonably comparable to those pursuant to which SAVVIS has obtained such rights for its own use in performing the Services), any third-party services Third Party Services then being utilized by Vendor SAVVIS in the performance of the Services including services being provided through third-third party service or maintenance contracts on Equipment and Software. To contracts. (e) Upon the extent Vendor has prepaid for third party services, latter of the benefit of which shall be received by ACI after the effective date of expiration or termination or expiration of this Agreement, ACI shall reimburse Vendor for Agreement and the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days last day of the Termination/Expiration Assistance Period, begin (i) the rights granted to SAVVIS in Section 20.1 shall immediately terminate and SAVVIS shall (A) deliver to Xxxxx, at no cost to Xxxxx, a current copy of all of the Xxxxx Software in the form in use as of that time and (B) destroy or erase all other copies of the Xxxxx Software in SAVVIS’ care, custody or control, and cause all SAVVIS Agents to destroy or erase all copies of the Xxxxx Software in their respective care, custody or control and (ii) the rights granted to Xxxxx in Section 20.12 shall immediately terminate and Xxxxx shall (A) deliver to SAVVIS, at no cost to SAVVIS, a current copy of all of the SAVVIS Software in the form in use as of that time and (B) destroy or erase all other copies of the SAVVIS Software in Xxxxx’x care, custody or control except as necessary to resolve any remaining dispute hereunder, and cause all Xxxxx Agents to destroy or erase all copies of the SAVVIS Software in their respective care, custody or control. (f) Upon the latter of the expiration or termination of this Agreement and the last day of the Termination/Expiration Period, at Xxxxx’x request, with respect to any third party contracts entered into for the exclusive purpose of providing the Services to Xxxxx for telecommunications, connectivity, maintenance, disaster recovery, or other necessary third party services being used by SAVVIS to perform the Services as of that time, SAVVIS shall, to the extent permitted by the third party contracts, transfer or assign such contracts to Xxxxx or its designee(s), on terms and conditions acceptable to all applicable Parties; provided, that SAVVIS shall be released from any and all liability under such contracts for events which occur after the date of transfer. Xxxxx shall be responsible for the payment of any transfer fee or non-recurring charge imposed by the applicable third party service providers. (g) SAVVIS will allow Xxxxx and/or Xxxxx Agents to use, at no additional charge, those SAVVIS Service Locations being used to perform the Services during the Termination/Expiration Assistance Period to enable Xxxxx to effect an orderly transition. (h) SAVVIS will provide Xxxxx with all non-proprietary documentation, policies, and procedures in its possession and control used by SAVVIS to provide the Services to the extent that Xxxxx has rights to use such items as set forth in this Agreement and thereafter promptly SAVVIS has rights to transfer such items. (i) Within forty-five (45) days after the latter of the expiration or termination of this Agreement and the last day of the Termination/Expiration Period, SAVVIS shall de-install and remove all SAVVIS Equipment located at Xxxxx Service Locations, subject to Section 5.5. (j) Upon Xxxxx’x request, SAVVIS shall transfer to Xxxxx or its designee, any or all of the Equipment, then being used by SAVVIS to provide capacity planningthe Services, consulting servicesfree and clear of all liens, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings security interests or other encumbrances upon payment by Xxxxx of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing services, and providing Equipment where practical; provided that such services are provided by the then assigned Vendor Personnel. Confidential Master Services AgreementCapEx amount calculated as set forth in Schedule C.

Termination/Expiration Assistance. At SCA's reasonable request, IBM will provide to SCA at any time during the Term (aincluding any renewal term) During and during the Termination/Expiration Assistance PeriodPeriod of up to twelve (12) months following the effective date of termination or expiration of the Master Agreement, Vendor shall provide to ACI or, at ACI’s request, to ACI’s designee the reasonable termination/termination expiration assistance requested by ACI SCA to allow the Services to continue without interruption or adverse effect ("ONGOING ACTIVITIES") and to facilitate the orderly transfer of the Services to ACI or its designee SCA (including a competitor of Vendor) (“such assistance, "TERMINATION/EXPIRATION ASSISTANCE"), provided that IBM shall not be obligated to provide such Ongoing Activities and Termination/Expiration Assistance”Assistance in the event of a termination by IBM of this Master Agreement pursuant to Section 11.2 based upon default for non-payment by SCA (i.e., failure to pay undisputed charges or breach of Section 9.8 (Disputed Payments). (b) Charges unless such non-payment has been cured. IBM will provide Termination/Expiration Assistance to SCA to the extent that IBM can perform such requested Termination/Expiration Assistance using its then-existing resources Dedicated solely to providing the Ongoing Activities under this Master Agreement, until expiration or termination of this Master Agreement. If IBM's Termination/Expiration Assistance will require the use of different or additional services or resources beyond that which IBM is then using to provide the Ongoing Activities in accordance with the Baselines and Service Levels, such request for Termination/Expiration Assistance constituting continuance of the Services covered by the Monthly Base Charges will be invoiced and paid in considered a New Service; provided, however, that the same manner as prior parties may agree to the reallocation of resources performing the Ongoing Activities to Termination/Expiration Assistance Periodactivities subject to an adjustment to Service Levels, milestones or other performance obligations in connection with such reprioritization. If IBM terminates this Master Agreement for non-payment of fees pursuant to Section 11.2, then IBM may require SCA to pay in advance for any Termination/Expiration Assistance Services outside activities to the scope extent any such activities do not constitute Ongoing Activities. In addition, IBM shall provide, upon reasonable prior written request of the Monthly Base Charges that require resources beyond those account resources required SCA, Termination/Expiration Assistance to perform SCA for one additional period of up to six (6) months. The charges for Termination/Expiration Assistance provided by IBM after such in-scope Services, will Termination/Expiration Assistance Period shall be compensated on a time and materials basis billed to SCA at the rates set forth in the rate card set forth in Schedule C (Charges). In Subject to the event foregoing, the quality and level of a termination by Vendor pursuant to Section 21.2the Services shall not be degraded during the Termination/Expiration Assistance Period, ACI shall pay monthly in advance for and all such Termination/Expiration Assistance shall be provided in accordance with the terms and any other conditions governing IBM's provision of the Services hereunder. SCA shall reasonably cooperate with IBM in IBM's provision of Termination/Expiration Assistance. After the expiration of the Termination/Expiration Assistance Period, IBM shall answer questions from SCA regarding the Services on an "as needed" basis for up to 6 months at IBM's then standard commercial billing rates. Termination/Expiration Assistance will include the Services set forth in this Master Agreement, as well as the following: 1. Within twenty (20) days after the commencement of Termination/Expiration Assistance, IBM will prepare and provide to SCA a preliminary plan for operational turnover that ACI requests Vendor enables a smooth transition of the applicable functions performed by IBM under this Master Agreement to provideSCA or its designee(s). Notwithstanding Such draft turnover plan will be provided to SCA in both hardcopy and in an electronic format capable of being utilized by SCA, and shall not be deemed to amend the foregoingterms of this Master Agreement. Upon receipt of IBM's draft turnover plan, Vendor SCA will promptly review the draft plan and provide written comments and suggestions to IBM, upon receipt of which IBM will promptly revise the draft plan in accordance with SCA's comments and suggestions and in cooperation with SCA and provide a further revised draft of the draft turnover plan to SCA for review and approval within a reasonable period of time after receipt of SCA's comments. The final draft turnover plan shall be subject to SCA's approval (which shall not be unreasonably withheld), and upon such approval shall be deemed the "TURNOVER Plan." Upon such approval by SCA, IBM will provide Termination/Expiration Assistance in accordance with the Turnover Plan. Provision of Termination/Expiration Assistance will not be complete until SCA's Project Executive agrees (which agreement shall not be unreasonably withheld) that it all tasks and Deliverables set forth in the Turnover Plan have been completed and delivered. 2. IBM will provideattend periodic review meetings called by SCA, during which the Parties at no additional cost a minimum will review IBM's performance of Termination/Expiration Assistance, including the completion and delivery of tasks and Deliverables set forth in the Turnover Plan. 3. For all Termination/Expiration Assistance, subject to ACIterms set forth in the definition of "Ongoing Activities" above, data extractsIBM will provide sufficient personnel with current knowledge of the Services to work with the appropriate staff of SCA and, electronic copies of all documentation pertaining if applicable, SCA's designee(s), to provide the Termination/Expiration Assistance and to define the specifications for operational turnover in a manner consistent with the Turnover Plan. Subject to the Services (to terms of this Master Agreement, IBM will cooperate with SCA and its designees in transitioning the extent available prior to notice functions performed by IBM under this Master Agreement in the same manner as described in Section 6.1(g) for third parties performing any 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. 4. IBM will promptly cooperate and provide SCA and its designees with information that is reasonably required to effectuate a smooth transfer of the functions performed by IBM under this Master Agreement to SCA and its designee(s), including reasonable assistance to SCA to prepare a "request for proposal" (cRFP). 5. IBM will provide SCA with reasonable access and use, consistent with the terms of this Master Agreement, of those IBM Service Locations being used to perform the Services, (i) during the Termination/Expiration Assistance shall include Period (if any) and (ii) at IBM's then-applicable rates, for up to thirty (30) days following the following, provided, effective date of expiration or termination of this Master Agreement (or from the last day of any Termination/Expiration Assistance can be performed without unreasonably interfering with the Vendor’s ability Period, if applicable), to perform the Services enable SCA to effect an orderly transition (unless the ACI provides Vendor but in advance with the appropriate written relief from no event for longer than a reasonable period of time). 6. IBM shall identify, any Service shared hardware or Service Level commitments or reprioritizes software then used by IBM in providing the Services): Confidential . 7. Upon the latter of the expiration or termination of this Master Services Agreement Agreement and the last day of the Termination/Expiration Period, the rights granted to IBM in Article 13 shall immediately terminate and IBM shall (i) Vendor shall provide deliver to SCA a current copy of all reasonable information of the SCA Software in the form in use as of that time 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 destroy or its designee shall be permitted to undertake, without interference from Vendor or Vendor subcontractors, to hire any Vendor Personnel primarily performing the Services as erase all other copies of the date of notice of terminationSCA Software in IBM's care, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waivecustody or control, and shall cause its all IBM Agents and subcontractors to waivedestroy or erase all copies of the SCA Software in their respective care, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited custody or hired by ACI or ACI’s designeecontrol. 8. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI If SCA is entitled pursuant to this Agreement; (B) Vendor Master Agreement to a sublicense or other right to use any Software owned or licensed by IBM, IBM shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for promptly, upon the Equipment that was necessary as earlier of the date of expiration or termination or expiration of this Master Agreement primarily for and the last day of the Termination/Expiration Assistance Period, provide SCA with such sublicense or other right including the applicable Software and, if applicable, Source Code thereto. 9. Upon the latter of the expiration or termination of this Master Agreement and the last day of the Termination/Expiration Period, at SCA's request, with respect to generally commercially available Third Party Software which IBM has licensed or purchased and is Dedicated to providing the Services as of that time, IBM shall, to the extent permitted by the applicable third party license agreements, transfer, assign or sublicense such leasesIBM Third Party Software to SCA, on reasonable terms and ACI shall assume conditions and at SCA's expense. In the obligations event IBM is unable to obtain any required consents under such leases that relate to periods after such date or buy out the remainder of such lease; and (2) sell to ACI or its designeea third party license agreement, IBM shall, at fair market valueSCA's expense, all cooperate with SCA in implementing a reasonable work around. 10. Upon the latter of the Equipment owned expiration or termination of this Master Agreement and the last day of the Termination/Expiration Period, at SCA's request, with respect to any third party contracts Dedicated to services being provided to SCA for maintenance, disaster recovery, or other necessary Third Party Services being used by Vendor that, IBM to perform the Services as of the date of termination/expiration of this Agreementthat time, was primarily used for providing the Services; and (3) IBM shall, to the extent assignablepermitted by the third party contracts, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain transfer any necessary rights and thereafter make available or assign such contracts to ACI or its designeeSCA, pursuant to on reasonable terms and conditions, any third-party services then being utilized by Vendor in the performance of the Services including services being provided through third-party service or maintenance contracts on Equipment conditions and Softwareat SCA's expense. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after the effective date of termination or expiration of this Agreement, ACI shall reimburse Vendor for the portion of prepayment amount attributable to ACI after such date. Vendor shall IBM will be entitled to retain the right to utilize any such third-party Third Party services in connection with the performance of services for any other Vendor IBM customer; and. (iv) Vendor shall11. In the event IBM has incorporated SCA's network into a IBM proprietary network, within the first thirty (30) days of the Termination/Expiration Assistance Period, begin to IBM shall provide and thereafter promptly provide capacity planning, consulting SCA with continued network services, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing at IBM's then current rates for such network services, and providing Equipment where practical; provided that such services are provided by for up to two (2) years (subject to SCA's discretion) following the then assigned Vendor Personnel. Confidential date of expiration or termination of this Master Services Agreement subject to the terms of this Master Agreement.

Termination/Expiration Assistance. (a) During The Parties agree that the Termination/Expiration Assistance Period, Vendor shall provide Service Provider will cooperate with the Customer Group 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 assist in the orderly transfer and migration without interruption of Services to one or more members of the Services to ACI Customer Group itself or its designee (including a competitor another services provider in connection with the expiration or earlier termination of Vendor) this Agreement for any reason, however described (“Termination/Expiration Assistance”). (b) Charges for Termination/Expiration Assistance constituting continuance . The quality of the Services covered provided by the Monthly Base Charges will Service Provider, and the Service Provider’s performance of the Services and its obligations under this Agreement, shall not be invoiced and paid in the same manner as prior to degraded during the Termination/Expiration Assistance Periodperiod. The Term shall not be deemed to have expired or terminated until the Termination/Expiration Assistance Services outside thereunder is completed. Upon the scope of Customer’s request the Monthly Base Charges that require resources beyond those account resources required to perform such in-scope ServicesService Provider shall provide, 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 cause its subcontractors 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 commencing up to twelve (12) months prior to expiration or upon any notice of termination or of non-renewal of this Agreement and continue to provide, and cause to be performed without unreasonably interfering with provided, the Vendor’s ability Termination/Expiration Assistance for up to perform twenty-four (24) months after the Services (unless the ACI provides Vendor in advance with the appropriate written relief from any effective date of termination. The Service or Service Level commitments or reprioritizes the Services): Confidential Master Services Agreement (i) Vendor Provider shall provide all reasonable information and assistance necessary to permit the smooth transition Termination/Expiration Assistance regardless of Services and functions being performed by Vendor the reason for termination or its subcontractors to ACI or to ACI’s designeeexpiration; provided, however, that if termination is due to Customer’s non-payment, the Customer will be required to pay for Termination/Expiration Assistance services in advance on a month-to-month basis. Termination/Expiration Assistance shall be provided through the effective date of the expiration or termination of the Services or any portion thereof. Upon request by the Customer, the effective date of any such expiration or termination shall be extended for the periods and in the manner described in Section 1.4 (Extension of Services), pursuant to the terms and conditions of this Agreement and such period shall be considered an extension of the Term. If such extensions should occur, the Applicable Termination Fees shall be calculated for such extensions. (b) As part of Termination/Expiration Assistance, the Service Provider shall (i) provide such information is as the Customer may reasonably request relating to be disclosed the number and function of each of the Service Provider’s personnel who are employed or contracted by the Service Provider to ACI’s designeeperform the Services under this Agreement, and the Service Provider shall make such designee must first execute Schedule M (Vendor Confidentiality Agreement) prior information available to receiving such information; potential successors as designated by the Customer; (ii) ACI not make any material change in the level of Service or its designee shall be permitted number of employees assigned to undertake, perform functions for the Customer under this Agreement without interference from Vendor or Vendor subcontractors, to hire any Vendor Personnel primarily performing the Services as prior consent of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; Customer; (iii) except where not change the Parties have agreed otherwise level of Service or reassign the Service Provider’s employees or subcontractors away from performance of functions under this Agreement in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and manner other rights to use any Software to which ACI is entitled pursuant to than permitted under this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder of such lease; and (2iv) sell provide the Customer with access to ACI the Software (including related documentation) items described in Section 12.4 and commence the performance of all transfer/transition activities described in Section 12.4 as necessary to effectuate an orderly transition. (c) In the process of evaluating whether to undertake or its designeeallow termination, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration or renewal of this Agreement, was primarily used the Customer may consider obtaining, or determine to obtain, offers for providing the Services; and (3) performance of services similar to the extent assignableServices following termination, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (expiration or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration renewal of this Agreement; and (C) Vendor . As and when reasonably requested by the Customer for use in such a process and subject to Schedule 4.1, the “Pricing Methodology” Schedule to Exhibit 4 and Section 6.4, the Service Provider shall obtain any necessary rights provide to the Customer such information and thereafter make available to ACI or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor in the other cooperation regarding performance of the Services including services being provided through third-party service or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid as would be reasonably necessary for a third party to prepare an informed, non-qualified offer for such services, . The types of information and level of cooperation to be provided by the benefit of which Service Provider pursuant to this Section 12.3(c) shall be received no less than those initially provided by ACI after the effective date of termination or expiration Customer to the Service Provider prior to commencement of this Agreement, ACI shall reimburse Vendor for the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days of the Termination/Expiration Assistance Period, begin to provide and thereafter promptly provide capacity planning, consulting services, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing services, and providing Equipment where practical; provided that such services are provided by the then assigned Vendor Personnel. Confidential Master Services Agreement.

Termination/Expiration Assistance. Unless otherwise specifically set forth in the Scope of Work, at the Agency’s request, commencing six (a6) During months prior to expiration of this Agreement or the Scope of Work, or on such earlier date as the Agency may request, or commencing upon any notice of termination (in whole or in part) or of non-renewal of this Agreement (including notice based upon default by the Agency), and continuing for a period of at least six (6) months after such termination or expiration, as applicable (the “Termination/Expiration Assistance Period”), Vendor shall Contractor will provide to ACI orthe Agency, or at the Agency’s request to the Agency’s designee, at ACI’s requestno additional charge, to ACI’s designee the reasonable termination/expiration assistance requested by ACI the Agency to allow the terminated or expired Services to continue without interruption or adverse effect and to facilitate the orderly transfer of such Services or the Services Deliverables thereof to ACI the Agency or its designee (including a competitor of Vendor) (“Termination/Expiration Assistance”). (b) Charges . Contractor shall not increase the charges for such Services and Deliverables during any Termination/Expiration Assistance constituting continuance Period and shall reduce such charges to the extent Services are reduced during such Termination/Expiration Assistance Period. The quality and level of the Services covered by the Monthly Base Charges will shall not be invoiced and paid in the same manner as prior to degraded during the Termination/Expiration Assistance Period. After the expiration of the Termination/Expiration Assistance Period, Contractor shall answer questions from the Agency regarding the 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 an “as needed” basis at the rates set forth in Schedule C (Charges)Contractor’s then standard commercial billing rates. 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 will include the following (but solely as it relates to that part of this Agreement or the Scope of Work that expires or is terminated): Within thirty (30) days after the commencement of Termination/Expiration Assistance, Contractor will provide a complete plan for turnover that enables a smooth transition of the 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 Agency or a successor to Contractor (such plan, the “Turnover Plan”). The Turnover Plan will be provided to the extent available prior to notice Agency in both hardcopy and in an electronic format capable of termination)being utilized by the Agency. Upon the Agency’s written approval of the Turnover Plan, 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) Contractor will provide Termination/Expiration Assistance shall include the following, provided, in accordance with such Turnover Plan. Provision of Termination/Expiration Assistance can will not be performed without unreasonably interfering complete until the Agency Project Manager agrees that all tasks and deliverables set forth in the Turnover Plan have been completed. Contractor will attend periodic review meetings called by the Agency, during which the parties at a minimum will review Contractor’s performance of Termination/Expiration Assistance, including the completion of tasks and deliverables set forth in the Turnover Plan. Contractor will provide sufficient personnel with current knowledge of the Services to work with the Vendor’s ability appropriate staff of the Agency and, if applicable, the successor Contractor to perform the Services (unless turnover tasks defined in the ACI provides Vendor in advance Turnover Plan. Contractor will cooperate with the appropriate written relief from Agency and any Service or Service Level commitments or reprioritizes successor to Contractor in transitioning the functions performed by Contractor under this Agreement in the same manner as described in Section 3.2 (Cooperation) for third parties performing the Services): Confidential Master Services Agreement (i) Vendor shall . Contractor will promptly cooperate and provide all reasonable any information and assistance that is necessary to permit the effectuate a smooth transition transfer 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 primarily performing the Services performed and Deliverables delivered by Contractor under this Agreement to the Agency or a successor to Contractor, including as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases necessary for the Equipment that was necessary as of Agency to prepare a request for proposal. Contractor shall identify and assist the date of termination Agency in procuring suitable functionally equivalent replacements for any shared hardware or expiration of this Agreement primarily for software then used by Contractor in providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder provide a listing and detailed written description of such lease; all support and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily development tools and methodologies used for providing in performing the Services; and (3) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall Contractor will obtain any necessary rights and thereafter make available to ACI the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor Contractor in the performance of the Services including services being provided through third-party service subcontractors. Upon the latter of the expiration or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after the effective date of termination or expiration of this Agreement, ACI shall reimburse Vendor for in whole or in part, and the portion of prepayment amount attributable to ACI after such date. Vendor shall be entitled to retain the right to utilize any such third-party services in connection with the performance of services for any other Vendor customer; and (iv) Vendor shall, within the first thirty (30) days last day of the applicable Termination/Expiration Assistance Period, begin the rights granted to Contractor in Section 14.4 and 14.6 shall immediately terminate to the extent no longer reasonably necessary by Contractor to provide the Services, and thereafter promptly provide capacity planningContractor shall (a) deliver to the Agency, consulting servicesat no cost to the Agency, facilities planninga current copy of all of the Agency Furnished Materials in the form in use as of that time, telecommunications planning(b) destroy or erase all other copies of the Agency Furnished Materials in Contractor’s care, Software configurationcustody or control, reviewing and (c) cease all System Software with a new service provider, generating machine readable/listings use of source code to which ACI is otherwise entitled pursuant to the Agency Systems. Upon the latter of the expiration or termination of this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing servicesin whole or in part, and providing Equipment where practical; provided the last day of the applicable Termination/Expiration Assistance Period, Contractor shall deliver to the Agency a copy of all Deliverables and related documentation relating to the terminated portion of this Agreement in whatever form exists as of that such services are provided by time. Upon the then assigned Vendor Personnellatter of the expiration or termination of this Agreement, in whole or in part, and the last day of the applicable Termination/Expiration Assistance Period, at the Agency’s request, Contractor shall deliver all Pre-Existing Materials, Third Party Content and Third-Party Technology relating to the terminated portion of this Agreement, to the Agency or its designee. Confidential Master Services AgreementContractor will provide the Agency with all documentation, policies, procedures and tools used to provide the Services.

Termination/Expiration Assistance. (a) During Beginning eighteen (18) months prior to expiration of this Agreement, or such earlier date as Nielsen may request (and continuing for a period of up to eighteen (18) months in Nielsen’s sole discretion), or commencing upon a notice of termination (including notice of termination based upon default by Nielsen), and, if applicable, continuing through the effective date of such termination or expiration (“Termination/-Expiration Assistance Period”), Vendor TCS shall provide to ACI orNielsen, or at ACI’s requestNielsen's request to Nielsen's designee, to ACI’s designee the reasonable termination/-expiration assistance requested by ACI Nielsen to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the Services to ACI Nielsen or its designee (including a competitor of VendorTCS) (“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 provided during 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 Term are provided in Schedule C (Charges). In the event of a termination by Vendor pursuant to Section 21.2, ACI shall pay monthly in advance and Charges 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 Services under any surviving SOWs performed after the expiration of knowledge databases specific to ACI that are prepared by Vendor the Term will be as provided in connection with the ServicesSection 2.1. (c) Termination/-Expiration Assistance shall include the following, provided, assistance described in Schedule O (“Termination/-Expiration Assistance can be performed without unreasonably interfering with Services”) and 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 Agreementfollowing: (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 primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the six (6) month period prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date or buy out the remainder of such lease; and (2) sell to ACI or its designeeTCS will, at fair market valueNielsen’s cost and expense, all of the Equipment owned by Vendor that, as of the date of termination/expiration of this Agreement, was primarily used for providing the Services; and (3) make Commercially Reasonable Efforts to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain any necessary rights and thereafter make available to ACI Nielsen or its designee, pursuant to reasonable terms and conditions, any third-party services Third Party Services then being utilized by Vendor TCS primarily in the performance of the Services including services being provided through third-third party service or maintenance contracts on Equipment and Softwarecontracts. To the extent Vendor has prepaid for third party servicesUpon Nielsen’s request, TCS shall: (A) sell to Nielsen or their designee, the benefit TCS-owned Hardware then being used by TCS to provide the Services, free and clear of which all liens, security interests or other encumbrances at the greater of: (a) the fair market value, as shall be received determined by ACI an agreed-upon appraisal; and (b) the net book value; and (B) assign all leases to TCS-leased Hardware primarily used to provide the Services to Nielsen. (ii) If, at Nielsen’s request, subject to the willingness of the applicable TCS Personnel and the availability of work authorizations, TCS agrees to assign TCS Personnel who are currently performing the Services then performing the roles of subject matter expert, technical lead or other critical positions in the Nielsen account, by way of staff augmentation on a time and materials basis for up to twelve (12) months after the effective date completion of termination or expiration of this Agreement, ACI shall reimburse Vendor for the portion of prepayment amount attributable to ACI after such dateTermination-Expiration Assistance Period. Vendor The rates that TCS shall be entitled to retain the right charge in such cases to utilize any such third-party services in connection with the performance of services for any Nielsen shall be no less favorable to Nielsen than offered by TCS to its other Vendor customer; andsimilar customers. (ivd) Vendor shallIf this Agreement is terminated by TCS pursuant to Section 28.5, within the first thirty (30) days of the prior to requiring TCS to perform any Termination/-Expiration Assistance, Nielsen shall pay all undisputed amounts then due in addition to paying fees for Termination-Expiration Assistance Period, begin to provide and thereafter promptly provide capacity planning, consulting services, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readable/listings of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing services, and providing Equipment where practical; provided that such services are provided by the then assigned Vendor Personnel. Confidential Master Services Agreementin advance during each month.

Termination/Expiration Assistance. (aA) 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 primarily performing the Services as of the date of notice of termination, or, in the case of expiration, within the Commencing six (6) month period months prior to expiration. Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by ACI or ACI’s designee. ACI or its designee shall have reasonable access to such personnel for interviews and recruitment and Vendor and its subcontractors shall not interfere with any such hiring efforts; (iii) except where the Parties have agreed otherwise in writing with respect to a specific circumstance: (A) Vendor shall provide ACI will all licenses, sublicenses, and other rights to use any Software to which ACI is entitled pursuant to this Agreement; (B) Vendor shall (1) obtain any Required Consents pursuant to Section 6.7 from third parties and thereafter assign to ACI or its designee leases for the Equipment that was necessary as of the date of termination or expiration of this Agreement primarily for providing the Services to the extent permitted or on such earlier date as Company may reasonably request, or commencing upon a notice of termination (including notice based upon default by such leases, and ACI shall assume the obligations under such leases that relate to periods after such date Company) or buy out the remainder of such lease; and (2) sell to ACI or its designee, at fair market value, all of the Equipment owned by Vendor that, as of the date of termination/expiration non-renewal of this Agreement, was primarily used and continuing for providing the Services; and a period of twelve (312) to the extent assignable, assign to ACI, and ACI shall have and be entitled to, the benefits of any manufacturers’ warranties and indemnities issued with any Equipment sold (or leases to Equipment assigned) to ACI under this subsection 21.9(c)(iii)(B). Vendor shall also provide all user and other documentation relevant to such Equipment which is in Vendor’s possession. ACI shall assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination or expiration of this Agreement; and (C) Vendor shall obtain any necessary rights and thereafter make available to ACI or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Vendor in the performance of the Services including services being provided through third-party service or maintenance contracts on Equipment and Software. To the extent Vendor has prepaid for third party services, the benefit of which shall be received by ACI after months following the effective date of termination or expiration of this AgreementAgreement (the “Termination/Expiration Assistance Period”) (as such effective date may be extended pursuant to Section 29.5), ACI Supplier shall reimburse Vendor for continue to provide to Company, or at Company’s request to one or more Company designees, the portion Services that were provided prior thereto and any reasonable cooperation requested by Company that may be required from Supplier to facilitate the transfer of prepayment amount attributable the affected Services to ACI after such date. Vendor shall be entitled to retain the right to utilize any such Company or a third-party services in connection with service Supplier, as applicable, or Company’s designee (“Termination/Expiration Assistance”). The quality and level of performance during the performance of services for any other Vendor customer; and (iv) Vendor shall, within Termination/Expiration Assistance Period shall not be degraded. After the first thirty (30) days expiration of the Termination/Expiration Assistance Period, begin Supplier shall (1) use commercially reasonable efforts to answer questions from Company regarding the Services on an “as needed” basis on a time-and-materials basis and (2) deliver to Company any remaining Company-owned reports and documentation still in Supplier’s possession. Charges for Termination/Expiration Assistance by Supplier shall be at the rates specified in Exhibit 4 (Pricing). Without limiting the foregoing, Supplier agrees there shall be no additional charges for Termination/Expiration Assistance to the extent that Supplier can perform Termination/Expiration Assistance using its then-existing resources dedicated to providing the Services under this Agreement. If Termination/Expiration Assistance will require the use of different or additional services or resources beyond that which Supplier is then using to provide the Services in accordance with Exhibit 4-D (Resource Units) and thereafter promptly provide capacity planningService Levels, consulting servicesthen such request for Termination/Expiration Assistance shall be considered a New Service and shall be subject to the Change Control Procedure. If Supplier terminates this Agreement for Company’s material breach, facilities planning, telecommunications planning, Software configuration, reviewing all System Software with a new service provider, generating machine readableSupplier may require that Company pays for such Termination/listings of source code to which ACI is otherwise entitled pursuant to this Agreement, uploading production databases, providing parallel processing, providing application software maintenance and support, providing testing services, and providing Equipment where practical; provided that such services are provided by the then assigned Vendor Personnel. Confidential Master Services AgreementExpiration Assistance in advance.