Common use of Customer Software Access Clause in Contracts

Customer Software Access. To the extent required for TPA to provide the Services, each Customer hereby agrees that it shall be responsible for and shall use all commercially reasonable efforts to obtain for TPA, at no cost to TPA, a nonexclusive, royalty-free, nontransferable right and license to access, modify and use, and copy for back up purposes, its Customer Software. Any rights granted to TPA in this Section 7.1 shall only be used by TPA to provide the Services to the Customers, and TPA shall not use any such rights for any other purpose. Each Customer shall provide TPA with detailed specific written technical interface requirements for such Customer's financial and valuation systems requirements to the extent available to the Customer and permitted to be transferred. Each Customer shall, at no cost to TPA, obtain all necessary consents from third-party software vendors with respect to its Customer Software acquired after the Effective Date (and any such Customer Software acquired before the Effective Date where such consents are necessary for TPA to use such Customer Software to provide the Services and such consents had not been previously obtained) that is required for TPA to administer the Policies, including, without limitation, any illustration software, to enable use of third-party software by TPA in the performance of the Services. Upon termination of this Agreement for any reason or the end of TPA's need to use portions of the Customer Software for the provision of the Services, the applicable rights granted to TPA in this Section 7.1 shall immediately revert to such Customer, except as necessary for TPA to carry out its obligations under Section 16.8(e) of this Agreement, and TPA shall, except as necessary for TPA to carry out its obligations under Section 16.8(e) of this Agreement, (1) deliver to such Customer a current copy of its Customer Software in the form in use as of the date of such termination, (2) deliver to such Customer all other copies of its Customer Software or third-party software originally leased by such Customer in TPA's possession, (3) destroy all documentation relating to such Customer Software in TPA's possession unless otherwise agreed to by such Customer and (4) deliver to such Customer a certificate evidencing that TPA has complied with the obligations of this Section 7.1 unless otherwise agreed to by such Customer. If, despite using all commercially reasonable efforts, a Customer is unable to obtain the rights for TPA in Customer Software described in this Section 7.1, or if a Customer is unable to provide the technical interface requirements specified above, TPA shall propose and adopt, subject to such Customer's prior approval, such commercially reasonable alternative approaches as are necessary and sufficient to provide the Services without such rights or interface requirements and will be relieved of Service Performance Standards and other obligations under this Agreement but only to the extent that the unavailability of such rights or interface requirements, or the impact of such alternative approaches, impair TPA's ability to meet such Service Performance Standards or other obligations. Additional levels of effort beyond those that would have been required of TPA had such rights or interface requirements been available will be Additional Customer Services and agreed upon in writing in accordance with the methodology set forth in Exhibit 4.2.1 or Exhibit 4.2.2, as applicable.