Common use of Termination/Expiration Assistance Clause in Contracts

Termination/Expiration Assistance. Unless otherwise specifically set forth in the Scope of Work, at the Agency’s request, commencing six (6) 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”), Contractor will provide to the Agency, or at the Agency’s request to the Agency’s designee, at no additional charge, the reasonable termination/expiration assistance requested by 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 Deliverables thereof to the Agency or its designee (“Termination/Expiration Assistance”). Contractor shall not increase the charges for such Services and Deliverables during any Termination/Expiration Assistance 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 shall not be 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 on an “as needed” basis at Contractor’s then standard commercial billing rates. 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): 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 to the Agency or a successor to Contractor (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, Contractor 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. 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 appropriate staff of the Agency and, if applicable, the successor Contractor to perform the turnover tasks defined in the Turnover Plan. Contractor will cooperate with the Agency and any 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. Contractor will promptly cooperate and provide any information that is necessary to effectuate a smooth transfer of the Services performed and Deliverables delivered by Contractor under this Agreement to the Agency or a successor to Contractor, including as necessary for the Agency to prepare a request for proposal. Contractor shall identify and assist the Agency in procuring suitable functionally equivalent replacements for any shared hardware or software then used by Contractor in providing the Services and shall provide a listing and detailed written description of all support and development tools and methodologies used in performing the Services. Contractor will obtain any necessary rights and thereafter make available to the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Contractor in the performance of the Services including services being provided through subcontractors. Upon the 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, 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 Contractor shall (a) deliver to the Agency, at no cost to the Agency, a current copy of all of the Agency Furnished Materials in the form in use as of that time, (b) destroy or erase all other copies of the Agency Furnished Materials in Contractor’s care, custody or control, and (c) cease all use of the Agency Systems. Upon the 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, 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 time. Upon the 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, 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. Contractor will provide the Agency with all documentation, policies, procedures and tools used to provide the Services.

Termination/Expiration Assistance. Unless otherwise specifically set forth in the Scope of Work, at the Agency’s request, commencing (A) Commencing six (6) months prior to expiration of this Agreement or the Scope of Work, or on such earlier date as the Agency Company may reasonably request, or commencing upon any a notice of termination (in whole or in partincluding notice based upon default by Company) or of non-renewal of this Agreement (including notice based upon default by the Agency)Agreement, and continuing for a period of at least six twelve (612) months after such following the effective date of termination or expiration, as applicable expiration of this Agreement (the “Termination/Expiration Assistance Period”) (as such effective date may be extended pursuant to Section 29.5), Contractor will Supplier shall continue to provide to the AgencyCompany, or at the AgencyCompany’s request to the Agency’s designee, at no additional chargeone or more Company designees, the Services that were provided prior thereto and any reasonable termination/expiration assistance cooperation requested by the Agency to allow the terminated or expired Services to continue without interruption or adverse effect and Company that may be required from Supplier to facilitate the orderly transfer of such the affected Services to Company or the Deliverables thereof to the Agency a third-party service Supplier, as applicable, or its Company’s designee (“Termination/Expiration Assistance”). Contractor shall not increase the charges for such Services and Deliverables during any Termination/Expiration Assistance 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 shall not be degraded performance during the Termination/Expiration Assistance PeriodPeriod shall not be degraded. After the expiration of the Termination/Expiration Assistance Period, Contractor Supplier shall (1) use commercially reasonable efforts to answer questions from the Agency 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 Contractor’s then standard commercial billing ratesthe 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 include require the following 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 (but solely as it relates to that part of this Agreement or the Scope of Work that expires or is terminated): Within thirty (30Resource Units) days after the commencement of and Service Levels, then such request for Termination/Expiration Assistance, Contractor will provide Assistance shall be considered a complete plan for turnover that enables a smooth transition of the Services New Service and shall be subject to the Agency or a successor to Contractor (Change Control Procedure. If Supplier terminates this Agreement for Company’s material breach, Supplier may require that Company pays for 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, Contractor 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. 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 appropriate staff of the Agency and, if applicable, the successor Contractor to perform the turnover tasks defined in the Turnover Plan. Contractor will cooperate with the Agency and any 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. Contractor will promptly cooperate and provide any information that is necessary to effectuate a smooth transfer of the Services performed and Deliverables delivered by Contractor under this Agreement to the Agency or a successor to Contractor, including as necessary for the Agency to prepare a request for proposal. Contractor shall identify and assist the Agency in procuring suitable functionally equivalent replacements for any shared hardware or software then used by Contractor in providing the Services and shall provide a listing and detailed written description of all support and development tools and methodologies used in performing the Services. Contractor will obtain any necessary rights and thereafter make available to the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Contractor in the performance of the Services including services being provided through subcontractors. Upon the 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, 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 Contractor shall (a) deliver to the Agency, at no cost to the Agency, a current copy of all of the Agency Furnished Materials in the form in use as of that time, (b) destroy or erase all other copies of the Agency Furnished Materials in Contractor’s care, custody or control, and (c) cease all use of the Agency Systems. Upon the 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, 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 time. Upon the 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, 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. Contractor will provide the Agency with all documentation, policies, procedures and tools used to provide the Servicesadvance.

Termination/Expiration Assistance. Unless otherwise specifically set forth in the Scope of Work, at the Agency’s At SCA's reasonable request, commencing six (6) months prior IBM will provide to expiration of this Agreement or SCA at any time during 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 Term (including notice based upon default by any renewal term) and during 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”), Contractor will provide Period of up to twelve (12) months following the Agency, effective date of termination or at expiration of the Agency’s request to the Agency’s designee, at no additional chargeMaster Agreement, the reasonable termination/termination expiration assistance requested by the Agency SCA to allow the terminated or expired Services to continue without interruption or adverse effect ("ONGOING ACTIVITIES") and to facilitate the orderly transfer of the Services to SCA (such Services or the Deliverables thereof assistance, "TERMINATION/EXPIRATION ASSISTANCE"), provided that IBM shall not be obligated to the Agency or its designee (“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)) unless such non-payment has been cured. Contractor shall not increase IBM will provide Termination/Expiration Assistance to SCA to the charges 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 will be considered a New Service; provided, however, that the parties may agree to the reallocation of resources performing the Ongoing Activities to Termination/Expiration Assistance activities subject to an adjustment to Service Levels, milestones or other performance obligations in connection with such Services and Deliverables during 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 Period and shall reduce such charges activities to the extent Services are reduced during any such activities do not constitute Ongoing Activities. In addition, IBM shall provide, upon reasonable prior written request of SCA, Termination/Expiration Assistance to SCA for one additional period of up to six (6) months. The charges for Termination/Expiration Assistance provided by IBM after such Termination/Expiration Assistance PeriodPeriod shall be billed to SCA at the rates set forth in the rate card set forth in Schedule C (Charges). The Subject to the foregoing, the quality and level of the Services shall not be degraded during the Termination/Expiration Assistance Period, and all such Termination/Expiration Assistance shall be provided in accordance with the terms and 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, Contractor IBM shall answer questions from the Agency SCA regarding the Services on an “"as needed” " basis for up to 6 months at Contractor’s IBM's then standard commercial billing rates. 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): 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 to the Agency or a successor to Contractor (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, Contractor 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. 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 appropriate staff of the Agency and, if applicable, the successor Contractor to perform the turnover tasks defined in the Turnover Plan. Contractor will cooperate with the Agency and any 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. Contractor will promptly cooperate and provide any information that is necessary to effectuate a smooth transfer of the Services performed and Deliverables delivered by Contractor under this Agreement to the Agency or a successor to Contractor, including as necessary for the Agency to prepare a request for proposal. Contractor shall identify and assist the Agency in procuring suitable functionally equivalent replacements for any shared hardware or software then used by Contractor in providing the Services and shall provide a listing and detailed written description of all support and development tools and methodologies used in performing the Services. Contractor will obtain any necessary rights and thereafter make available to the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Contractor in the performance of the Services including services being provided through subcontractors. Upon the latter of the expiration or termination of this Master Agreement, in whole or in part, and as well as the last day of the applicable Termination/Expiration Assistance Period, 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 Contractor shall (a) deliver to the Agency, at no cost to the Agency, a current copy of all of the Agency Furnished Materials in the form in use as of that time, (b) destroy or erase all other copies of the Agency Furnished Materials in Contractor’s care, custody or control, and (c) cease all use of the Agency Systems. Upon the 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, 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 time. Upon the 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, 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. Contractor will provide the Agency with all documentation, policies, procedures and tools used to provide the Services.following:

Termination/Expiration Assistance. Unless otherwise specifically set forth in the Scope of Work, at the Agency’s At Xxxxx’x request, commencing six (6) months prior to expiration of this Agreement or the Scope of WorkAgreement, or on such earlier date as the Agency 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 the AgencyXxxxx), and continuing for a period of at least six (6) months after such termination or expiration, as applicable (through the “Termination/Expiration Assistance Period”), Contractor SAVVIS will provide to the AgencyXxxxx, or at the Agency’s Xxxxx’x request to the Agency’s designee, at no additional chargeXxxxx or Xxxxx’x designee(s), the reasonable termination/expiration assistance requested by the Agency Xxxxx and generally available from SAVVIS to allow the terminated or expired Services to continue without interruption or adverse effect and to facilitate the orderly transfer of such the Services or the Deliverables thereof to the Agency Xxxxx or its designee designee(s) (such assistance, “Termination/Expiration Assistance”). Contractor shall not increase ; provided that Xxxxx has paid all outstanding, undisputed amounts owing to SAVVIS and prepays for the charges for such Services and Deliverables during any Termination/Expiration Assistance Period and shall reduce such charges to the extent Services are reduced during such monthly in advance. Any Termination/Expiration Assistance Periodthat 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 provided by SAVVIS after termination or expiration of this Agreement, shall be billed to Xxxxx at the rates set forth in Schedule C (except as the Parties may otherwise agree). The quality and level of the Services shall not be degraded during the Termination/Expiration Assistance Period. After the expiration of the , and all such Termination/Expiration Assistance Period, Contractor shall answer questions from be provided in accordance with the Agency regarding terms and conditions governing SAVVIS’ provision of the Services on an “as needed” basis at Contractor’s then standard commercial billing rateshereunder. 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): 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 to the Agency or a successor to Contractor (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, Contractor 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. 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 appropriate staff of the Agency and, if applicable, the successor Contractor to perform the turnover tasks defined in the Turnover Plan. Contractor will cooperate with the Agency and any 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. Contractor will promptly cooperate and provide any information that is necessary to effectuate a smooth transfer of the Services performed and Deliverables delivered by Contractor under this Agreement to the Agency or a successor to Contractor, including as necessary for the Agency to prepare a request for proposal. Contractor shall identify and assist the Agency in procuring suitable functionally equivalent replacements for any shared hardware or software then used by Contractor in providing the Services and shall provide a listing and detailed written description of all support and development tools and methodologies used in performing the Services. Contractor will obtain any necessary rights and thereafter make available to the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Contractor in the performance of the Services including services being provided through subcontractors. Upon the 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, 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 Contractor shall (a) deliver to the Agency, at no cost to the Agency, a current copy of all of the Agency Furnished Materials in the form in use as of that time, (b) destroy or erase all other copies of the Agency Furnished Materials in Contractor’s care, custody or control, and (c) cease all use of the Agency Systems. Upon the 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, 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 time. Upon the 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, 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. Contractor will provide the Agency with all documentation, policies, procedures and tools used to provide the Services.following:

Termination/Expiration Assistance. Unless otherwise specifically set forth (a) The Parties agree that the Service Provider will cooperate with the Customer Group to assist in the Scope orderly transfer and migration without interruption of Work, at Services to one or more members of the Agency’s request, commencing six (6) months prior to Customer Group itself or another services provider in connection with the expiration or earlier termination of this Agreement or the Scope of Workfor any reason, 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”), Contractor will provide to the Agency, or at the Agency’s request to the Agency’s designee, at no additional charge, the reasonable termination/expiration assistance requested by 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 Deliverables thereof to the Agency or its designee however described (“Termination/Expiration Assistance”). Contractor shall not increase the charges for such Services and Deliverables during any Termination/Expiration Assistance 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 provided by the Service Provider, and the Service Provider’s performance of the Services and its obligations under this Agreement, shall not be degraded during the Termination/Expiration Assistance Periodperiod. After the expiration of The Term shall not be deemed to have expired or terminated until the Termination/Expiration Assistance Periodthereunder is completed. Upon the Customer’s request the Service Provider shall provide, Contractor and shall answer questions from cause its subcontractors to provide, Termination/Expiration Assistance 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 provided, the Agency regarding Termination/Expiration Assistance for up to twenty-four (24) months after the Services effective date of termination. The Service Provider shall provide the Termination/Expiration Assistance regardless of the reason for termination or expiration; 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 an “as needed” basis at Contractor’s then standard commercial billing ratesa month-to-month basis. 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): 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 to the Agency or a successor to Contractor (such plan, the “Turnover Plan”). The Turnover Plan will shall be provided to through 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, Contractor 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. 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 appropriate staff of the Agency and, if applicable, the successor Contractor to perform the turnover tasks defined in the Turnover Plan. Contractor will cooperate with the Agency and any 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. Contractor will promptly cooperate and provide any information that is necessary to effectuate a smooth transfer of the Services performed and Deliverables delivered by Contractor under this Agreement to the Agency or a successor to Contractor, including as necessary for the Agency to prepare a request for proposal. Contractor shall identify and assist the Agency in procuring suitable functionally equivalent replacements for any shared hardware or software then used by Contractor in providing the Services and shall provide a listing and detailed written description of all support and development tools and methodologies used in performing the Services. Contractor will obtain any necessary rights and thereafter make available to the Agency or its designee, pursuant to reasonable terms and conditions, any third-party services then being utilized by Contractor in the performance of the Services including services being provided through subcontractors. Upon the latter effective date of the expiration or termination of this Agreement, in whole the Services or in part, and any portion thereof. Upon request by the last day of the applicable Termination/Expiration Assistance PeriodCustomer, 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 Contractor shall (a) deliver to the Agency, at no cost to the Agency, a current copy effective date of all of the Agency Furnished Materials in the form in use as of that time, (b) destroy or erase all other copies of the Agency Furnished Materials in Contractor’s care, custody or control, and (c) cease all use of the Agency Systems. Upon the latter of the any such expiration or termination shall be extended for the periods and in the manner described in Section 1.4 (Extension of this AgreementServices), in whole or in part, and the last day of the applicable Termination/Expiration Assistance Period, Contractor shall deliver pursuant to the Agency a copy of all Deliverables terms and related documentation relating to the terminated portion conditions of this Agreement in whatever form exists as of that time. Upon the latter and such period shall be considered an extension of the expiration or termination of this AgreementTerm. If such extensions should occur, in whole or in part, and the last day of the applicable Termination/Expiration Assistance Period, at the Agency’s request, Contractor Applicable Termination Fees 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. Contractor will provide the Agency with all documentation, policies, procedures and tools used to provide the Servicesbe calculated for such extensions.