Common use of Wind Down Period Clause in Contracts

Wind Down Period. (a) Upon expiration of the Agreement or termination by Customer in accordance with Section 2.2(a) or (c) of the Master Agreement, the parties agree that this Rider (and the relevant portions of the Master Agreement) shall continue at Customer’s option for a wind-down period (the “Wind-Down Period”), in which Google shall continue providing the Hosted Communication Services to Customer and Subscribers and Customer shall continue paying for the Hosted Communication Services in accordance with this Rider. (b) The Wind-Down Period shall continue until the earlier of (i) [*****] or (ii) the date Customer provides Google with written notice of its completion of the migration of its Subscribers then-registered as users of the Hosted Communication Services from the Hosted Communication Services to a non-Google email platform. (c) During the Wind-Down Period, Google agrees (i) to provide Customer with access to a mechanism for extracting in an automated fashion Subscriber data, including email data, calendar events, and contact lists and (ii) at Customer’s request, to provide Customer with support in extracting the data. The extraction and migration of Subscriber data must be performed in a manner that complies with Google’s applicable privacy policies, Customer’s applicable privacy policies, and data security requirements. Section 5.3 (Exclusivity) shall not apply to Customer during the Wind-Down Period.