Common use of Termination/Expiration Assistance Clause in Contracts

Termination/Expiration Assistance. (a) Beginning (1) six (6) months prior to expiration of this Agreement (and/or an SOW hereunder) or upon such earlier date as D&B may request, or (2) upon a notice of termination (including notice of termination based upon default by D&B) or of non-renewal of this Agreement (and/or an SOW hereunder), and subject to Section 22.10(b) below, continuing through the effective date of expiration or, if applicable, of termination of this Agreement and/or such SOW hereunder (as such effective date may be extended pursuant to Section 22.8), Acxiom shall provide to D&B, or at D&B’s request to D&B’s designee, the reasonable termination/expiration assistance requested by D&B to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the terminating or expiring Services to D&B or its designee (including a competitor of Acxiom) (“Termination/ Expiration Assistance”). Acxiom shall also provide Termination/Expiration Assistance in the event of any partial termination of this Agreement, such assistance to commence upon D&B’s notice of termination to Acxiom. Termination/Expiration Assistance shall include the assistance described in Schedule H and the following: (i) D&B or its designee shall be permitted to undertake, without interference from Acxiom, to hire no more than six (6) Acxiom Personnel primarily performing the Services as of the date of notice of termination or reduction or removal of Services, or, in the case of expiration, within the six (6) month period (or longer period requested by D&B) prior to expiration. Acxiom shall waive, and shall cause its subcontractors to waive, their rights, if any, under agreements with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B’s designee. D&B or its designee shall have reasonable access to such personnel for interviews and recruitment. (ii) If D&B is entitled pursuant to this Agreement and/or an SOW hereunder to a sublicense or other right to Use any Software owned or licensed by Acxiom, Acxiom shall provide such sublicense or other right. (iii) At D&B’s request, Acxiom shall: D&B/Acxiom Confidential Information 92- (A) obtain, at D&B’s expense (unless otherwise provided herein), any required consents from third parties and thereafter assign to D&B or its designee leases for some or all of the Equipment that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the Services (except for Equipment within ***), and D&B shall assume the obligations under such leases that relate to periods after such date; and (B) sell to D&B or its designee *** some or all of the Equipment owned by Acxiom that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the terminating or expiring Services. Acxiom shall also provide all user and other documentation relevant to such Equipment that is in Acxiom’s possession. D&B will assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination/expiration of this Agreement or an SOW hereunder. (b) For six (6) months following such effective date of termination/expiration under other provisions of this Agreement, at D&B’s request Acxiom shall continue to provide Termination/Expiration Assistance. Actions by Acxiom under this Section 22.10(b) shall be subject to the other provisions of this Agreement. Charges for such activities by Acxiom shall be at the then-current T&M Rates, or other rates as specified Schedule C, as applicable, or at such lower rates as are equitable in the circumstances. (c) As part of evaluating whether to undertake or allow termination/expiration or renewal of this Agreement or an SOW hereunder, D&B may consider obtaining, or determine to obtain, from third parties offers for performance of services similar to the Services following termination/expiration of this Agreement or an SOW hereunder. As and when reasonably requested by D&B for use in such a process, Acxiom shall provide to D&B such information and other cooperation regarding performance of the Services as would be reasonably necessary for a third party to prepare an informed, non-qualified offer for such services. The types of information and level of cooperation to be provided by Acxiom pursuant to this Section 22.10(c) shall be no less than those initially provided by D&B to Acxiom prior to commencement of this Agreement. Acxiom’s support in this respect shall include providing information regarding Equipment, Software, staffing and other matters (whether or not D&B shall have a post-termination license to such), as applicable to this Section 22.10(c). Notwithstanding the previous in this Section 22.10(c), if any such third party is an Acxiom Competitor and Acxiom Confidential Information will be disclosed to such entity, then Acxiom’s cooperation as provided in this Section 22.10(c) is subject to D&B obtaining from such entity its written agreement to comply with reasonably appropriate confidentiality and security requirements applicable to Acxiom’s release of such Acxiom Confidential Information. *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (d) As a general rule, Acxiom agrees to provide or license to D&B, upon the expiration or termination of this Agreement or an SOW hereunder, any of the Software, Equipment, or Materials that are necessary for the provision of the Services and that are then subject to commercial licensing by Acxiom (and/or then provided by Acxiom to the marketplace). Such products and/or assets shall be provided on the terms and conditions, including price, then generally available to other Acxiom licensees and/or customers receiving services. At D&B’s request, Acxiom shall (i) provide D&B with necessary information describing the Software, Equipment, Materials, and other services (e.g., telecommunications) utilized by Acxiom to provide Services, and (ii) provide D&B with appropriate diagrams of how these items are linked together (including related throughput analysis). (e) Acxiom agrees to waive any restrictions in its third party contracts that would prevent D&B from licensing, purchasing, or being assigned any such third party products.

Termination/Expiration Assistance. (a) Beginning (1) Commencing six (6) months prior to expiration of this Agreement (and/or an SOW hereunder) or upon on such earlier date as D&B P&G may request, or (2) commencing upon a any notice of termination (including notice of termination based upon default by D&B) or of non-renewal of this Agreement (and/or an SOW hereunderincluding, without limitation, notice based upon breach or default by P&G), and subject to Section 22.10(b) below, continuing through the effective date of expiration (as such effective date may be extended), or, if applicable, through the effective date of termination of this Agreement and/or such SOW hereunder (as such effective date may be extended pursuant to Section 22.821.5), Acxiom Vendor shall provide to D&BP&G, or at D&B’s P&G's request to D&B’s P&G's designee, the termination/expiration assistance set forth in Attachment D to the Statement of Work and any such other reasonable termination/expiration assistance requested by D&B P&G to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the terminating or expiring Services to D&B P&G or its designee (including a competitor of Acxiom) (“Termination/ Expiration Assistance”)designee. Acxiom shall also provide Termination/Expiration Assistance in the event of any partial termination of this Agreement, such Such assistance to commence upon D&B’s notice of termination to Acxiom. Termination/Expiration Assistance shall include the assistance described in Schedule H and the following: (ia) D&B P&G or its P&G's designee shall be permitted to undertake, without interference from AcxiomVendor, to hire no more than six (6) Acxiom Personnel any Vendor employees primarily performing the Services as of the date of Vendor receives notice of termination or reduction or removal of Servicestermination, or, in the case of expiration, within the six (6) -month period (or longer period requested by D&BP&G) prior to expiration. Acxiom Vendor shall waive, and shall cause its subcontractors to waive, their rights, if any, under agreements contracts with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B’s designee. D&B P&G. P&G or its designee shall have reasonable access to such personnel for interviews and recruitment. (iib) If D&B is entitled pursuant Vendor granting P&G a perpetual, irrevocable, royalty free license to this Agreement and/or an SOW hereunder to a sublicense or other right to Use use any Software software owned or licensed by Acxiom, Acxiom shall provide such sublicense or other right. (iii) At D&B’s request, Acxiom shall: D&B/Acxiom Confidential Information 92- (A) obtain, at D&B’s expense (unless otherwise provided herein), any required consents from third parties Vendor and thereafter assign to D&B or its designee leases for some or all of utilized in performing the Equipment that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the Services (except for Equipment within ***), and D&B shall assume the obligations under such leases that relate to periods after such date; and (B) sell to D&B or its designee *** some or all of the Equipment owned by Acxiom that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the terminating or expiring Services. Acxiom shall also provide all user and other documentation relevant to such Equipment that is in Acxiom’s possession. D&B will assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination/expiration of this Agreement or an SOW hereunder. (b) For six (6) months following such effective date of termination/expiration under other provisions of this Agreement, at D&B’s request Acxiom shall continue to provide Termination/Expiration Assistance. Actions by Acxiom under this Section 22.10(b) shall be subject to the other provisions of this Agreement. Charges for such activities by Acxiom shall be at the then-current T&M Rates, or other rates as specified Schedule C, as applicable, or at such lower rates as are equitable in the circumstances. (c) As part of evaluating whether Vendor shall make available to undertake P&G or allow termination/expiration or renewal of this Agreement or an SOW hereunderits designee, D&B may consider obtainingpursuant to reasonable terms and conditions, or determine to obtain, from any third parties offers for performance of party services similar to then being utilized by Vendor in the Services following termination/expiration of this Agreement or an SOW hereunder. As and when reasonably requested by D&B for use in such a process, Acxiom shall provide to D&B such information and other cooperation regarding performance of the Services as would be reasonably necessary for a third party to prepare an informed, non-qualified offer for such servicesServices. The types of information and level of cooperation to be provided by Acxiom pursuant to this Section 22.10(c) Vendor shall be no less than those initially provided by D&B entitled to Acxiom prior retain the right to commencement of this Agreement. Acxiom’s support in this respect shall include providing information regarding Equipment, Software, staffing and other matters (whether or not D&B shall have a post-termination license to such), as applicable to this Section 22.10(c). Notwithstanding the previous in this Section 22.10(c), if utilize any such third party is an Acxiom Competitor and Acxiom Confidential Information will be disclosed to such entity, then Acxiom’s cooperation as provided services in this Section 22.10(c) is subject to D&B obtaining from such entity its written agreement to comply with reasonably appropriate confidentiality and security requirements applicable to Acxiom’s release of such Acxiom Confidential Information. *** Omitted pursuant to a request for confidential treatment and filed separately connection with the Securities and Exchange Commissionperformance of services for any other Vendor customer. (d) As a general rule, Acxiom agrees to provide or license to D&B, upon the expiration or termination of this Agreement or an SOW hereunder, any of the Software, Equipment, or Materials that are necessary for the provision of the Services and that are then subject to commercial licensing by Acxiom (and/or then provided by Acxiom to the marketplace). Such products and/or assets shall be provided on the terms and conditions, including price, then generally available to other Acxiom licensees and/or customers receiving services. At D&B’s request, Acxiom shall (i) provide D&B with necessary information describing the Software, Equipment, Materials, and other services (e.g., telecommunications) utilized by Acxiom to provide Services, and (ii) provide D&B with appropriate diagrams of how these items are linked together (including related throughput analysis). (e) Acxiom agrees to waive any restrictions in its third party contracts that would prevent D&B from licensing, purchasing, or being assigned any such third party products.

Termination/Expiration Assistance. (a) Beginning (1) six (6) months prior to expiration of this Agreement (and/or an SOW hereunder) or upon such earlier date as D&B may request, or (2) upon a notice of termination (including notice of termination based upon default by D&B) or of non-renewal of this Agreement (and/or an SOW hereunder), and subject to Section 22.10(b) below, continuing through the effective date of expiration or, if applicable, of termination of this Agreement and/or such SOW hereunder (as such effective date may be extended pursuant to Section 22.8), Acxiom shall provide to D&B, or at D&B’s request to D&B’s designee, the reasonable termination/expiration assistance requested by D&B to allow the Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the terminating or expiring Services to D&B or its designee (including a competitor of Acxiom) (“Termination/ Expiration Assistance”). Acxiom shall also provide Termination/Expiration Assistance in the event of any partial termination of this Agreement, such assistance to commence upon D&B’s notice of termination to Acxiom. Termination/Expiration Assistance shall include the assistance described in Schedule H and the following: (i) D&B or its designee shall be permitted to undertake, without interference from Acxiom, to hire no more than six (6) Acxiom Personnel primarily performing the Services as of the date of notice of termination or reduction or removal of Services, or, in the case of expiration, within the six (6) month period (or longer period requested by D&B) prior to expiration. Acxiom shall waive, and shall cause its subcontractors to waive, their rights, if any, under agreements with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B’s designee. D&B or its designee shall have reasonable access to such personnel for interviews and recruitment. (ii) If D&B is entitled pursuant to this Agreement and/or an SOW hereunder to a sublicense or other right to Use any Software owned or licensed by Acxiom, Acxiom shall provide such sublicense or other right. (iii) At D&B’s request, Acxiom shall: D&B/Acxiom Confidential Information 92- (A) obtain, at D&B’s expense (unless otherwise provided herein), any required consents from third parties and thereafter assign to D&B or its designee leases for some or all of the Equipment that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the Services (except for Equipment within ***), and D&B shall assume the obligations under such leases that relate to periods after such date; and (B) sell to D&B or its designee *** some or all of the Equipment owned by Acxiom that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the terminating or expiring Services. Acxiom shall also provide all user and other documentation relevant to such Equipment that is in Acxiom’s possession. D&B will assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination/expiration of this Agreement or an SOW hereunder. (b) For six (6) months following such effective date of termination/expiration under other provisions of this Agreement, at D&B’s request Acxiom shall continue to provide Termination/Expiration Assistance. Actions by Acxiom under this Section 22.10(b) shall be subject to the other provisions of this Agreement. Charges for such activities by Acxiom shall be at the then-current T&M Rates, or other rates as specified Schedule C, as applicable, or at such lower rates as are equitable in the circumstances. (c) As part of evaluating whether to undertake or allow termination/expiration or renewal of this Agreement or an SOW hereunder, D&B may consider obtaining, or determine to obtain, from third parties offers for performance of services similar to the Services following termination/expiration of this Agreement or an SOW hereunder. As and when reasonably requested by D&B for use in such a process, Acxiom shall provide to D&B such information and other cooperation regarding performance of the Services as would be reasonably necessary for a third party to prepare an informed, non-qualified offer for such services. The types of information and level of cooperation to be provided by Acxiom pursuant to this Section 22.10(c) shall be no less than those initially provided by D&B to Acxiom prior to commencement of this Agreement. Acxiom’s support in this respect shall include providing information regarding Equipment, Software, staffing and other matters (whether or not D&B shall have a post-termination license to such), as applicable to this Section 22.10(c). Notwithstanding the previous in this Section 22.10(c), if any such third party is an Acxiom Competitor and Acxiom Confidential Information will be disclosed to such entity, then Acxiom’s cooperation as provided in this Section 22.10(c) is subject to D&B obtaining from such entity its written agreement to comply with reasonably appropriate confidentiality and security requirements applicable to Acxiom’s release of such Acxiom Confidential Information. *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.. D&B/Acxiom Confidential Information -93- (d) As a general rule, Acxiom agrees to provide or license to D&B, upon the expiration or termination of this Agreement or an SOW hereunder, any of the Software, Equipment, or Materials that are necessary for the provision of the Services and that are then subject to commercial licensing by Acxiom (and/or then provided by Acxiom to the marketplace). Such products and/or assets shall be provided on the terms and conditions, including price, then generally available to other Acxiom licensees and/or customers receiving services. At D&B’s request, Acxiom shall (i) provide D&B with necessary information describing the Software, Equipment, Materials, and other services (e.g., telecommunications) utilized by Acxiom to provide Services, and (ii) provide D&B with appropriate diagrams of how these items are linked together (including related throughput analysis). (e) Acxiom agrees to waive any restrictions in its third party contracts that would prevent D&B from licensing, purchasing, or being assigned any such third party products.

Termination/Expiration Assistance. (a) Beginning Upon termination of this Agreement pursuant to Section 22.1(a), Contractor shall, upon payment of all undisputed amounts due and payable to Contractor hereunder, turn over to AIL or its designee all pending and ongoing work, together with such license rights and Intellectual Property Rights relating to the work to the extent and in the manner to which AIL would have been entitled under this Agreement had there not been a termination, subject further to Section 22.3(a). (1b) six Commencing (6) months prior to expiration of this Agreement (and/or an SOW hereunder) or upon on such earlier date as D&B AIL may request, but no earlier than twelve (12) months prior to the expiration of this Agreement, or (2) commencing upon a any notice of termination (including notice of termination based upon default by D&Bin whole or in part) or of non-renewal of this Agreement (and/or an SOW hereunderincluding notice based upon default by AIL), and subject continuing for a period not to Section 22.10(bexceed two (2) belowyears, continuing through the effective date of expiration or, if applicable, of termination of this Agreement and/or such SOW hereunder (as such effective date may be extended pursuant to Section 22.8), Acxiom Contractor shall provide to D&BAIL, or at D&B’s AIL's request to D&B’s AIL's designee, the reasonable termination/expiration assistance requested by D&B AIL (at AIL's expense except if the termination results from Contractor's default) to allow the Services provisioning of the Gateway Terminals components thereof to continue without interruption or adverse effect to AIL's operations and to facilitate the orderly transfer of the terminating or expiring Services to D&B or its designee business in connection with AIL's System (including a competitor of Acxiom) (“Termination/ Expiration Assistance”). Acxiom shall also provide "Termination/Expiration Assistance in the event of any partial termination of this Agreement, such assistance to commence upon D&B’s notice of termination to AcxiomAssistance"). Termination/Expiration Assistance shall include the assistance described in Schedule H and the followingfollowing assistance: (i) D&B or Contractor shall, using its designee good faith efforts, migrate the support obligations hereunder to a qualified third party designated vendor acceptable to AIL; (ii) Contractor shall be permitted (to undertakethe extent authorized) sublicense to AIL all third party products utilized with the Gateway Terminals subject to the use rights set forth in Section 10.6; provided, without interference from Acxiomhowever, with respect to hire no more than six (6) Acxiom Personnel primarily performing non-commercially available third party products utilized with the Services as of the date of notice of termination or reduction or removal of Services, or, in the case of expiration, within the six (6) month period (or longer period requested by D&B) prior to expiration. Acxiom shall waive, and shall cause its subcontractors to waive, their rightsGateway Terminals, if any, under agreements with such personnel restricting the ability of such personnel to be recruited or hired by D&B or D&B’s designee. D&B or its designee shall have reasonable access to such personnel for interviews and recruitment. (ii) If D&B is entitled pursuant to this Agreement and/or an SOW hereunder to a sublicense or other right to Use any Software owned or licensed by Acxiom, Acxiom Contractor shall provide such the foregoing sublicense or other right.to AIL; and (iii) At D&B’s request, Acxiom shall: D&B/Acxiom Confidential Information 92-Contractor shall identify for AIL all third party suppliers Contractor utilized to manufacture the Gateway Terminals. (Ac) obtain, at D&B’s expense (unless otherwise provided herein), any required consents from third parties and thereafter assign to D&B This Section 22.4 shall survive termination or its designee leases for some or all of the Equipment that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing Agreement. For a period of two (2) years following the Services (except for Equipment within ***), and D&B shall assume the obligations under such leases that relate to periods after such date; and (B) sell to D&B or its designee *** some or all of the Equipment owned by Acxiom that was necessary as of the date of termination/expiration of this Agreement or an SOW hereunder primarily for providing the terminating or expiring Services. Acxiom shall also provide all user and other documentation relevant to such Equipment that is in Acxiom’s possession. D&B will assume responsibility under any maintenance agreements for such Equipment to the extent such responsibilities relate to periods after the date of termination/expiration of this Agreement or an SOW hereunder. (b) For six (6) months following such effective date of termination/expiration under other provisions of this Agreement, Contractor shall provide, at D&B’s request Acxiom shall continue AIL's request, any or all of the Services being performed by Contractor prior to provide Termination/Expiration Assistancesuch effective date. Actions by Acxiom To the extent Contractor is to perform Services under Subsection (a) of this Section 22.10(b) shall be subject to 22.4, the other provisions of this AgreementAgreement shall be applicable as such provisions would have been applicable to such Services prior to such effective date, provided the charge therefore shall at Contractor's then current commercial rates. Charges In the event the Agreement is terminated by Contractor for AIL's non-payment in accordance with Section 22.1(b), then Contractor may request that AIL pay for such activities Services in advance based on a reasonable estimate for such Services as agreed upon by Acxiom shall the Parties. Any overages or underages of such pre-payments will be accounted for at the then-current T&M Rates, or other rates as specified Schedule C, as applicable, or at such lower rates as are equitable in the circumstances. (c) As part of evaluating whether to undertake or allow termination/expiration or renewal of this Agreement or an SOW hereunder, D&B may consider obtaining, or determine to obtain, from third parties offers for performance of services similar to the Services following termination/expiration of this Agreement or an SOW hereunder. As and when reasonably requested by D&B for use in such a process, Acxiom shall provide to D&B such information and other cooperation regarding performance end of the Services 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 Acxiom pursuant to this Section 22.10(c) shall be no less than those initially provided by D&B to Acxiom prior to commencement of this Agreement. Acxiom’s support in this respect shall include providing information regarding Equipment, Software, staffing and other matters (whether or not D&B shall have a post-termination license to such), as applicable to this Section 22.10(c). Notwithstanding the previous in this Section 22.10(c), if any such third party is an Acxiom Competitor and Acxiom Confidential Information will be disclosed to such entity, then Acxiom’s cooperation as provided in this Section 22.10(c) is subject to D&B obtaining from such entity its written agreement to comply with reasonably appropriate confidentiality and security requirements applicable to Acxiom’s release of such Acxiom Confidential Information. *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commissionmonth. (d) As a general rule, Acxiom agrees to provide or license to D&B, upon the expiration or termination of this Agreement or an SOW hereunder, any of the Software, Equipment, or Materials that are necessary for the provision of the Services and that are then subject to commercial licensing by Acxiom (and/or then provided by Acxiom to the marketplace). Such products and/or assets shall be provided on the terms and conditions, including price, then generally available to other Acxiom licensees and/or customers receiving services. At D&B’s request, Acxiom shall (i) provide D&B with necessary information describing the Software, Equipment, Materials, and other services (e.g., telecommunications) utilized by Acxiom to provide Services, and (ii) provide D&B with appropriate diagrams of how these items are linked together (including related throughput analysis). (e) Acxiom agrees to waive any restrictions in its third party contracts that would prevent D&B from licensing, purchasing, or being assigned any such third party products.