Common use of Termination of a Service Clause in Contracts

Termination of a Service. (a) Buyer may elect to terminate a Service at any time by providing Supplier with written notice prior to the effective date of termination of such Service. The amount of notice provided will be reasonable and in no event shorter than (i) 90 days, (ii) any longer required notice period specified in a Project Statement, and (iii) any greater minimum notice period as may be provided under applicable arrangements with Contractors. Following receipt of such notice (the “Services Termination Notice”), Supplier will provide, not later than 30 days following Supplier’s receipt of the Services Termination Notice, to Buyer written notice regarding the impact of such termination on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereof, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end of the notice period, and (C) Supplier will not be liable for any Resulting Linked Effects arising from such terminations whether included in the prior good faith summary or otherwise. (b) Buyer also may elect to terminate a Service upon at least 30 days’ notice to Supplier if Supplier notifies Buyer (as provided in Section 10.9) that it plans to use a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractor. (c) Without prejudice to any other rights or remedies of Buyer, Buyer may also elect to terminate a Service at any time, upon written notice to Supplier, if (i) Supplier will have failed to perform any of its material obligations under this Agreement relating to such Service, (ii) Buyer has notified Supplier in writing of such failure, and (iii) for a period of 30 days after receipt by Supplier of written notice of such failure, such failure will not have been cured. (d) Supplier may terminate a Service, upon written notice to Buyer, with respect to any Service for which Buyer fails to pay an amount when due hereunder (e) if such amount remains unpaid for a period of 30 days after receipt by Buyer of written notice of such failure. (f) A Service will terminate automatically at the end of its applicable Transition Period, or if no Transition Period is specified, at the end of the Maximum Transition Period.

Termination of a Service. (a) Buyer may elect to terminate a Service at any time by providing Supplier with written notice prior to the effective date of termination of such Service. The amount of notice provided will be reasonable and in no event shorter than (i) 90 days, (ii) any longer required notice period specified in a Project Statement, and (iii) any greater minimum notice period as may be provided under applicable arrangements with Contractors. Following receipt of such notice (the “Services Termination Notice”), Supplier will provide, not later than 30 days following Supplier’s receipt of the Services Termination Notice, to Buyer written notice regarding the impact of such termination on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereof, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end of the notice period, and (C) Supplier will not be liable for any Resulting Linked Effects arising from such terminations whether included in the prior good faith summary or otherwise. (b) Buyer also may elect to terminate a Service upon at least 30 days’ notice to Supplier if Supplier notifies Buyer (as provided in Section 10.93.3) that it plans to use a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractor. (c) Without prejudice to any other rights or remedies of Buyer, Buyer may also elect to terminate a Service at any time, upon written notice to Supplier, if (i) Supplier will have failed to perform any of its material obligations under this Agreement relating to such Service, (ii) Buyer has notified Supplier in writing of such failure, and (iii) for a period of 30 days after receipt by Supplier of written notice of such failure, such failure will not have been cured. (d) Supplier may terminate a Service, upon written notice to Buyer, with respect to any Service for which Buyer fails to pay an amount when due hereunder (e) hereunder if such amount remains unpaid for a period of 30 days after receipt by Buyer of written notice of such failure. (fe) A Service will terminate automatically at the end of its applicable Transition Period, or if no Transition Period is specified, at the end of the Maximum Transition Period.

Termination of a Service. (a) Buyer may elect to terminate a Service Service, in whole or in part, at any time by providing Supplier with written notice prior to indicating the effective date of termination of such Service, which effective date shall be the last day of a given month. The amount number of days notice in advance of termination provided will be reasonable and in no event shorter than (i) 90 thirty (30) days, (ii) any longer required notice period specified in a Project Statement, and (iii) any greater minimum notice period as may be provided under applicable arrangements with ContractorsContractors and of which Buyer is provided notice. Following receipt of such notice (the “Services Termination Notice”), Supplier will provide, not later than 30 fifteen (15) days following Supplier’s receipt of the Services Termination Notice, to Buyer written notice regarding the impact of such termination termination, including any impact on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereofthereof prior to the effective date of termination, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end as of the notice perioddate of termination, and (C) Supplier will not be liable for any Resulting Linked Effects arising from consequences of such terminations termination, whether included in the Supplier’s prior good faith summary notice or otherwise. (b) Buyer also may elect to terminate a Service upon at least 30 days’ notice to Supplier if Supplier notifies Buyer (as provided in Section 10.9) that it plans to use a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractor. (c) Without prejudice to any other rights or remedies of Buyereither party, Supplier or Buyer (the “Non-Breaching Party”) may also elect to terminate a Service one or more Services, in whole or in part, or this Transition Services Agreement and all Services, at any time, upon written notice to Supplierthe other party, if (i) Supplier such other party will have failed to perform any of its material obligations under this Transition Services Agreement relating to such Serviceone or more Service(s) (including, with respect to Buyer, failure to pay any amount when due hereunder), (ii) Buyer the Non-Breaching Party has notified Supplier the other party in writing of such failure, and (iii) for a period of 30 thirty (30) days after receipt by Supplier the other party of written notice of such failure, such failure will not have been cured. (d) Supplier may terminate a Service, upon written notice to Buyer, with respect to any Service for which Buyer fails to pay an amount when due hereunder (e) if such amount remains unpaid for a period of 30 days after receipt by Buyer of written notice of such failure. (fc) A Service will terminate automatically at the end of its applicable Transition Period, or if no Transition Period is specified, at the end of the Maximum Transition Period.

Termination of a Service. (a) Buyer Except as expressly prohibited in Exhibit 1 (Services and Service Charges), or as set out in an Integration Plan, the Service Recipient may elect notify the Service Provider in writing in accordance with Clause 18.1(b) if it wishes to terminate a Service at any time by providing Supplier with written notice prior to the effective date of termination of such Service. The amount of notice provided will be reasonable and in no event shorter than : (i) 90 days, in whole; or (ii) any longer required notice period specified in a Project Statementpart, and (iii) any greater minimum notice period as may be provided under applicable arrangements with Contractors. Following receipt of such notice (subject to the “Services Termination Notice”), Supplier will provide, not later than 30 days following Supplier’s receipt consent of the Services Termination NoticeService Provider, to Buyer written notice regarding acting reasonably and, taking into account the impact of such termination on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereof, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end feasibility of the notice period, and (C) Supplier will not be liable for any Resulting Linked Effects arising from such terminations whether included in the prior good faith summary or otherwisetermination. (b) Buyer also may elect Any notice to terminate a Service upon at least 30 daysin accordance with Clause 18.1(a) shall be provided in writing by the Service Recipient to the Service Provider: (i) on the longer of: (A) six (6) months’ notice for IT Services or three (3) months’ notice for all other Services; and (B) the notice period specified for that Service in the “Termination notice period (days)” column in Exhibit 1 (Services and Service Charges); or (ii) in exceptional circumstances and subject to Supplier if Supplier notifies Buyer Clause 18.1(c), any shorter termination notice period as agreed between the Parties, acting reasonably and taking into account the feasibility of any shorter notice period (as a Shorter Termination Notice Period), in each case, provided in Section 10.9) that it plans to use the notice period expires on the last day of a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractorcalendar month. (c) Without prejudice to any other rights or remedies Following receipt of Buyerthe Service Recipient’s notice under Clause 18.1(a), Buyer may also elect to terminate a the Service at any time, upon written notice to Supplier, if Provider shall provide the Service Recipient with an impact statement which outlines any: (i) Supplier Related Services that will have failed to perform any of its material obligations under this Agreement relating to such also terminate on the same date as the relevant Service, ; and (ii) Buyer has notified Supplier in writing the impact on any other remaining Service as a result of such failure, and (iii) for a period of 30 days after receipt by Supplier of written notice of such failure, such failure will not have been curedthe requested termination. (d) Supplier may terminate The Service Recipient shall be entitled to withdraw a Service, upon requested termination by written notice to Buyer, with respect the Service Provider for a period of ten (10) Business Days following its receipt of the Service Provider’s impact statement under Clause 18.1(c). If the Service Recipient does not withdraw the requested termination within this period it shall be deemed to have accepted the termination of any Related Service for which Buyer fails to pay an amount when due hereunderand any impact on any other remaining Services set out in the Service Provider’s impact statement. (e) if such amount remains unpaid for The Service Provider shall not be required to agree to a period request by the Service Recipient to terminate a Service (in whole or in part) where the request by the Service Recipient to terminate a Service (in whole or in part) is on a Shorter Termination Notice Period and the Service Provider will incur documented additional Costs (including one-off or incremental costs, expenses or increases in the underlying Service Charges) as a result of 30 days after receipt by Buyer of written notice of such failure. (f) A Service will terminate automatically at the end of its applicable Transition that Shorter Termination Notice Period, or if no Transition Period is specified, at unless the end of Service Recipient bears the Maximum Transition Perioddocumented additional costs in accordance with Clause 18.2.

Termination of a Service. (a) Buyer Except as expressly prohibited in Exhibit 1 (Services and Service Charges) or as set out in an Integration Plan, a Service Recipient may elect notify the Service Provider in writing in accordance with Clause 18.1(b) if it wishes to terminate a Service at any time by providing Supplier with written notice prior to the effective date of termination of such Service. The amount of notice provided will be reasonable and in no event shorter than : (i) 90 days, in whole; or (ii) any longer required notice period specified in a Project Statementpart, and (iii) any greater minimum notice period as may be provided under applicable arrangements with Contractors. Following receipt of such notice (subject to the “Services Termination Notice”), Supplier will provide, not later than 30 days following Supplier’s receipt consent of the Services Termination NoticeService Provider, to Buyer written notice regarding acting reasonably and, taking into account the impact of such termination on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereof, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end feasibility of the notice period, and (C) Supplier will not be liable for any Resulting Linked Effects arising from such terminations whether included in the prior good faith summary or otherwisetermination. (b) Buyer also may elect [Any notice to terminate a Service upon at least 30 daysin accordance with Clause 18.1(a) shall be provided in writing by the Service Recipient to the Service Provider: (i) on the longer of: (A) six (6) months’ notice for IT Services or three (3) months’ notice for all other Services; and (B) the notice period specified for that Service in the “Termination notice period (days)” column in Exhibit 1 (Services and Service Charges); or (ii) in exceptional circumstances and subject to Supplier if Supplier notifies Buyer Clause 18.1(c), any shorter termination notice period as agreed between the Parties, acting reasonably and taking into account the feasibility of any shorter notice period (as a Shorter Termination Notice Period), in each case, provided in Section 10.9) that it plans to use the notice period expires on the last day of a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractorcalendar month.] (c) Without prejudice to any other rights or remedies Following receipt of Buyerthe Service Recipient’s notice under Clause 18.1(a), Buyer may also elect to terminate a the Service at any time, upon written notice to Supplier, if Provider shall provide the Service Recipient with an impact statement which outlines any: (i) Supplier Related Services that will have failed to perform any of its material obligations under this Agreement relating to such also terminate on the same date as the relevant Service, ; and (ii) Buyer has notified Supplier in writing the impact on any other remaining Service as a result of such failure, and (iii) for a period of 30 days after receipt by Supplier of written notice of such failure, such failure will not have been curedthe requested termination. (d) Supplier may terminate The Service Recipient shall be entitled to withdraw a Service, upon requested termination by written notice to Buyer, with respect the Service Provider for a period of ten (10) Business Days following its receipt of the Service Provider’s impact statement under Clause 18.1(c). If the Service Recipient does not withdraw the requested termination within this period it shall be deemed to have accepted the termination of any Related Service for which Buyer fails to pay an amount when due hereunderand any impact on any other remaining Services set out in the Service Provider’s impact statement. (e) if such amount remains unpaid for The Service Provider shall not be required to agree to a period request by the Service Recipient to terminate a Service (in whole or in part) where the request by the Service Recipient to terminate a Service (in whole or in part) is on a Shorter Termination Notice Period and the Service Provider will incur documented additional Costs (including one-off or incremental costs, expenses or increases in the underlying Service Charges) as a result of 30 days after receipt by Buyer of written notice of such failure. (f) A Service will terminate automatically at the end of its applicable Transition that Shorter Termination Notice Period, or if no Transition Period is specified, at unless the end of Service Recipient bears the Maximum Transition Perioddocumented additional costs in accordance with Clause 18.2.

Termination of a Service. (a) Buyer may elect to terminate a Service at any time by providing Supplier with written notice prior to the effective date of termination of such Service. The amount of notice provided will be reasonable and in no event shorter than (i) 90 days, (ii) any longer required notice period specified in a Project Statement, and (iii) any greater minimum notice period as may be provided under applicable arrangements with Contractors. Following receipt of such notice (the “Services Termination Notice”), Supplier will provide, not later than 30 days following Supplier’s receipt of the Services Termination Notice, to Buyer written notice regarding the impact of such termination on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereof, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end of the notice period, and (C) Supplier will not be liable for any Resulting Linked Effects arising from such terminations whether included in the prior good faith summary or otherwise. (b) Buyer also may elect to terminate a Service upon at least 30 days’ notice to Supplier if Supplier notifies Buyer (as provided in Section 10.93.3) that it plans to use a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractor. (c) Without prejudice to any other rights or remedies of Buyer, Buyer may also elect to terminate a Service at any time, upon written notice to Supplier, if (i) Supplier will have failed to perform any of its material obligations under this Agreement relating to such Service, (ii) Buyer has notified Supplier in writing of such failure, and (iii) for a period of 30 days after receipt by Supplier of written notice of such failure, such failure will not have been cured. (d) Supplier may terminate a Service, upon written notice to Buyer, with respect to any Service for which Buyer fails to pay an amount when due hereunder (e) hereunder if such amount remains unpaid for a period of 30 days after receipt by Buyer of written notice of such failure. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (fe) A Service will terminate automatically at the end of its applicable Transition Period, or if no Transition Period is specified, at the end of the Maximum Transition Period.

Termination of a Service. (a) Buyer Except as expressly prohibited in Exhibit 1 (Services and Service Charges) or as set out in an Integration Plan, the Service Recipient may elect notify the Service Provider in writing in accordance with Clause 18.1(b) if it wishes to terminate a Service at any time by providing Supplier with written notice prior to the effective date of termination of such Service. The amount of notice provided will be reasonable and in no event shorter than : (i) 90 days, in whole; or (ii) any longer required notice period specified in a Project Statementpart, and (iii) any greater minimum notice period as may be provided under applicable arrangements with Contractors. Following receipt of such notice (subject to the “Services Termination Notice”), Supplier will provide, not later than 30 days following Supplier’s receipt consent of the Services Termination NoticeService Provider, to Buyer written notice regarding acting reasonably and, taking into account the impact of such termination on any other Services, including a good faith summary of any Resulting Linked Effects. In the event that Buyer still wishes to proceed with termination, then (A) Buyer will provide Supplier with written notice thereof, (B) the affected Services, including those linked Services identified by Supplier, will terminate effective at the end feasibility of the notice period, and (C) Supplier will not be liable for any Resulting Linked Effects arising from such terminations whether included in the prior good faith summary or otherwisetermination. (b) Buyer also may elect Any notice to terminate a Service upon at least 30 daysin accordance with Clause 18.1(a) shall be provided in writing by the Service Recipient to the Service Provider: (i) on the longer of: (A) six (6) months’ notice for IT Services or three (3) months’ notice for all other Services; and (B) the notice period specified for that Service in the “Termination notice period (days)” column in Exhibit 1 (Services and Service Charges); or (ii) in exceptional circumstances and subject to Supplier if Supplier notifies Buyer Clause 18.1(c), any shorter termination notice period as agreed between the Parties, acting reasonably and taking into account the feasibility of any shorter notice period (as a Shorter Termination Notice Period), in each case, provided in Section 10.9) that it plans to use the notice period expires on the last day of a New Contractor to perform any of the Services, and Supplier does not, within 30 days after the notice, commit not to use the New Contractorcalendar month. (c) Without prejudice to any other rights or remedies Following receipt of Buyerthe Service Recipient’s notice under Clause 18.1(a), Buyer may also elect to terminate a the Service at any time, upon written notice to Supplier, if Provider shall provide the Service Recipient with an impact statement which outlines any: (i) Supplier Related Services that will have failed to perform any of its material obligations under this Agreement relating to such also terminate on the same date as the relevant Service, ; and (ii) Buyer has notified Supplier in writing the impact on any other remaining Service as a result of such failure, and (iii) for a period of 30 days after receipt by Supplier of written notice of such failure, such failure will not have been curedthe requested termination. (d) Supplier may terminate The Service Recipient shall be entitled to withdraw a Service, upon requested termination by written notice to Buyer, with respect the Service Provider for a period of ten (10) Business Days following its receipt of the Service Provider’s impact statement under Clause 18.1(c). If the Service Recipient does not withdraw the requested termination within this period it shall be deemed to have accepted the termination of any Related Service for which Buyer fails to pay an amount when due hereunderand any impact on any other remaining Services set out in the Service Provider’s impact statement. (e) if such amount remains unpaid for The Service Provider shall not be required to agree to a period request by the Service Recipient to terminate a Service (in whole or in part) where the request by the Service Recipient to terminate a Service (in whole or in part) is on a Shorter Termination Notice Period and the Service Provider will incur documented additional Costs (including one-off or incremental costs, expenses or increases in the underlying Service Charges) as a result of 30 days after receipt by Buyer of written notice of such failure. (f) A Service will terminate automatically at the end of its applicable Transition that Shorter Termination Notice Period, or if no Transition Period is specified, at unless the end of Service Recipient bears the Maximum Transition Perioddocumented additional costs in accordance with Clause 18.2.