Common use of Discovery Support Clause in Contracts

Discovery Support. CSG acknowledges and agrees that from time to time in the course of its business Customer may have a legal obligation to preserve, collect and produce certain data that CSG maintains pursuant to this Agreement and/or produce such data in response to requests, inquiries or demands that may be made to Customer from time to time by government agencies, courts or parties with which Customer is engaged in litigation. CSG agrees to exercise reasonable efforts to cooperate with Customer, to the fullest extent required by law, and with respect to any further or other request made by Customer, in complying with and responding to such inquires or demands as are made to Customer with respect to data or other information relating to Customer’s business that is or comes into the possession and/or custody of CSG for which Customer is entitled. Subject to Section 3.2, CSG may make reasonable charges for the time expended by its personnel in complying with any request of Customer under this section, not to exceed the amounts set forth under Schedule F for related development work, but shall not otherwise be compensated in connection therewith. For purposes of clarification, CSG shall not be entitled to reimbursement or payment of any fees, costs or expenses incurred by it to seek or obtain legal advice under this Section 3.10; provided, however, that such limitation will not abrogate or otherwise limit Customer’s indemnification obligations under this Agreement. Customer agrees that should its request require investment in hardware or software by CSG for discovery support, CSG shall provide estimates and costs of providing same and Customer agrees to pay for such costs in the event it requests CSG to proceed. Notwithstanding the foregoing, during the Term and at ** ********** ****** to ********, CSG shall provide Customer ************ (**) ***** of such litigation support services per litigation. In the event Customer uses or anticipates using more than ************ of litigation support, requiring CSG investment in hardware or development work, such support shall be conducted pursuant to a mutually agreed upon SOW, and the fees provided in Schedule F under Discovery Support will apply to all support provided after the initial ** *****, which will be **** ** ******. Customer and CSG recognize that certain requests for data or other information may entail or require some level of utilization of copyrighted, patented, trade secret or other proprietary technology of CSG. CSG consents to the use of such technology for such purposes, and Customer agrees, upon request of CSG to take all reasonable steps requested and available to protect the copyrighted, patented, secret or proprietary nature of such technology, which shall include but not be limited to subjecting the foregoing to protective order, requiring outside counsel or consultants to sign a non-disclosure agreement with CSG, but in any event it shall be in CSG’s reasonable discretion whether Customer is provided access to such technology. CSG further acknowledges that such requests may require the collection and production of data with respect to subscribers that have been divested by Customer and agrees to collect and produce such information with respect to the period during which such subscribers were Connected Subscribers; provided that CSG may withhold such information as it relates to the period after the date upon which any such divestiture is consummated unless and until CSG receives the approval of any acquiring entity to provide same (which approval will be deemed acceptable to CSG if the acquiring entity executes an Interim Agreement as provided in Schedule N). Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG that arise directly from CSG’s provision of support services requested by Customer.

Discovery Support. CSG acknowledges and agrees that from time to time in the course of its business business, Customer or its Affiliate may have a legal obligation to preserve, collect and produce certain data that CSG maintains pursuant to this Agreement and/or produce such data in response to requests, inquiries or demands that may be made to Customer or its Affiliates from time to time by government agencies, courts or parties with which Customer or its Affiliate is engaged in litigation. CSG agrees to exercise reasonable efforts to reasonably cooperate with Customer, to the fullest extent required by law, and with respect to any further or other request made by Customer, in complying with and responding to such inquires or demands as are made to Customer or its Affiliates with respect to data or other information relating to Customer’s the business of Customer or its Affiliates that is or comes into the possession and/or custody of CSG for which Customer is entitled(“Discovery Support”). Subject to Section 3.2During the term of this Agreement, CSG shall provide to Customer up to **** (*) ***** of Discovery Support per litigation to be used for the specific litigation. In the event additional Discovery Support is required in connection with a litigation, the fees for such Discovery Support shall be ****.** *** ******, *** **** (excluding development hours, which may make reasonable charges be charged at a different rate in accordance with Schedule F) for the time expended by its CSG personnel in complying with any request of Customer under this section, not to exceed the amounts set forth under Schedule F but no other fees or other compensation shall apply for related development work, but shall not otherwise be compensated in connection therewith. For purposes of clarification, CSG shall not be entitled to reimbursement or payment of any fees, costs or expenses incurred by it to seek or obtain legal advice under this Section 3.10; provided, however, that such limitation will not abrogate or otherwise limit Customer’s indemnification obligations under this Agreementpersonnel time. Customer agrees that should its request require investment in hardware or software by CSG for discovery supportor third-party vendor resources, CSG shall provide estimates and costs of providing same and Customer agrees to pay for such costs in the event it requests CSG to proceed. Notwithstanding the foregoing, during the Term and at ** ********** ****** Unless otherwise specifically agreed to ********, CSG in a subsequent statement of work Annual Support Hours shall provide Customer ************ (**) ***** of such litigation support services per litigation. In the event Customer uses or anticipates using more than ************ of litigation support, requiring CSG investment in hardware or development work, such support shall be conducted pursuant to a mutually agreed upon SOW, and the fees provided in Schedule F under Discovery Support will apply to all support provided after the initial ** *****, which will be **** ** ******. Customer and CSG recognize that certain requests for data or other information may entail or require some level of utilization of copyrighted, patented, trade secret or other proprietary technology of CSG. CSG consents to the use of such technology for such purposes, and Customer agrees, upon request of CSG to take all reasonable steps requested and available to protect the copyrighted, patented, secret or proprietary nature of such technology, which shall include but not be limited to subjecting the foregoing to protective order, requiring outside counsel or consultants to sign a non-disclosure agreement with CSG, but in any event it shall be in CSG’s reasonable discretion whether Customer is provided access to such technologyused for Discovery Support. CSG further acknowledges that such requests may require the collection and production of data with respect to subscribers that have been divested sold to an unrelated third party by Customer and agrees to collect and produce such information with respect to the period during which such subscribers were Connected Subscribers; provided that CSG may withhold such information Active Subscribers (as it relates to the period after the date upon which any such divestiture is consummated unless and until defined in Schedule F) as long as CSG receives the approval of any acquiring entity to provide same (which approval will be deemed acceptable to CSG if the acquiring entity executes an Interim Agreement as provided in Schedule N)same. Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG that arise directly from third-party claims that result from CSG’s provision of support services Discovery Support specifically requested by Customer.

Discovery Support. (a) CSG acknowledges and agrees that from time to time in the course of its business Customer may have determine that it has a legal desire or obligation, or CSG has an obligation as a result of a third party subpoena for an action which Customer is a party in connection with disputes before or involving government agencies, courts, or other parties to litigation or arbitration proceedings, to preserve, collect code, collect, manage, and produce (“Obligations”) certain data that CSG maintains pursuant to this Agreement and/or produce such data in response Agreement. Subject to requeststhe terms of this Section 3.10, inquiries or demands that may be made to Customer from time to time by government agencies, courts or parties with which Customer is engaged in litigation. CSG agrees to exercise commercially reasonable efforts to cooperate with Customereffect, to the fullest extent as reasonably instructed by Customer or as required by law, and with respect to any further or other request made by Customer, in complying with and responding to such inquires or demands as are made to Customer with respect to data or other information relating to Customer’s business that is or comes into the possession and/or custody of CSG for a third party subpoena which Customer is entitled. a party, compliance with such Obligations. (b) Subject to Section 3.2, CSG may make reasonable charges for the time expended by its personnel in complying with any request of Customer under this section, not to exceed the amounts set forth under Schedule F for related development work, but shall not otherwise be compensated ***** *** ********* ** *********** in connection therewith********** *********. For purposes of clarification, CSG shall not be entitled *** ** ******** to reimbursement ************* or payment ******* of any fees*** ****, costs ***** or expenses ******** incurred by it to seek **** or obtain legal advice ****** ***** ****** with respect to its obligations under this Section 3.103.10 or for any testimony provided by CSG as may be requested by Customer, including requests made by Customer in order for Customer to present evidence of the means and methods by which Customer exercised its Obligations in any dispute or proceeding, whether such evidence is requested in connection with a Rule 30(b)(6) proceeding or otherwise; provided, however, that such limitation will not abrogate or otherwise limit Customer’s indemnification obligations under this Agreement. Notwithstanding, Customer shall be invoiced for the corresponding fees as set forth in Schedule F for the provision of data and information to which Customer already has access and the ability to retrieve itself through the normal course of its use of the Products and Services, but which CSG has researched, collected and provided in response to a Customer issued subpoena or Customer request. Customer agrees that should its request require investment in hardware or software by CSG for discovery support, CSG shall provide estimates and costs of providing same and Customer agrees to pay for such costs in the event it requests CSG to proceed. . (c) Notwithstanding the foregoing, during the Term and at ** ********** ****** no additional charge to ********Customer, CSG shall provide Customer ************ twenty (**20) ***** hours of such litigation discovery support services per litigationproceeding. In the event Customer uses or anticipates using more than ************ twenty (20) hours of litigation such support, requiring CSG investment in hardware or development work, such support shall be conducted pursuant to a mutually agreed upon SOW, and the fees provided in Schedule F under Discovery Support will apply to all support provided after the initial ** *****twenty (20) hours, which will be **** ** ******free of charge. For any invoice associated with the foregoing, CSG will provide supporting documentation consistent with supporting documentation provided with respect to technical services. (d) Customer and CSG recognize that certain requests for data or other information may entail or require some level of utilization of copyrighted, patented, trade secret or other proprietary technology of CSG. CSG consents to the use of such technology for such purposespurposes and agrees to provide the requested information and/or discovery support necessary to retrieve the requested information, subject to additional fees, and Customer agrees, upon request of CSG to take all reasonable steps requested and available to protect the copyrighted, patented, secret or proprietary nature of such technology, which shall include but not be limited to subjecting the foregoing to Execution Copy protective order, requiring outside counsel or consultants to sign a non-disclosure agreement with CSG, but in any event it shall be in CSG’s reasonable discretion whether Customer is provided access to such technology. . (e) CSG further acknowledges that such requests may require the collection and production of data with respect to subscribers that have been divested by Customer and agrees to collect and produce such information with respect to the period during which such subscribers were Connected Subscribers; provided that CSG may withhold such information as it relates to the period after the date upon which any such divestiture is consummated unless and until CSG receives the approval of any acquiring entity to provide same (which approval will be deemed acceptable to CSG if the acquiring entity executes an Interim Agreement as provided in Schedule N). Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG that arise directly from CSG’s provision of support services requested by Customer.

Discovery Support. (a) CSG acknowledges and agrees that from time to time in the course of its business Customer may have determine that it has a legal desire or obligation, or CSG has an obligation as a result of a third party subpoena for an action which Customer is a party in connection with disputes before or involving government agencies, courts, or other parties to litigation or arbitration proceedings, to preserve, collect code, collect, manage, and produce (“Obligations”) certain data that CSG maintains pursuant to this Agreement and/or produce such data in response Agreement. Subject to requeststhe terms of this Section 3.10, inquiries or demands that may be made to Customer from time to time by government agencies, courts or parties with which Customer is engaged in litigation. CSG agrees to exercise reasonable efforts [************ ********** *******] to cooperate with Customereffect, to the fullest extent as reasonably instructed by Customer or as required by law, and with respect to any further or other request made by Customer, in complying with and responding to such inquires or demands as are made to Customer with respect to data or other information relating to Customer’s business that is or comes into the possession and/or custody of CSG for a third party subpoena which Customer is entitled. a party, compliance with such Obligations. (b) Subject to Section 3.2, CSG may make reasonable charges for the time expended by its personnel [********** ******* *** *** **** ******** ** *** *********] in complying with any request of Customer under this section, not to exceed the amounts set forth under Schedule F for related development work, work but shall not otherwise be compensated in connection therewith[***** *** ********* ** *********** ** ********** *********. For purposes of clarification, CSG shall not be entitled to reimbursement *** ** ******** ** ************* or payment ******* of any fees*** ****, costs ***** or expenses ******** incurred by it to seek **** or obtain legal advice ****** ***** ******] with respect to its Obligations under this Section 3.103.10 or for any testimony provided by CSG as may be requested by Customer, including requests made by Customer in order for Customer to present evidence of the means and methods by which Customer exercised its Obligations in any dispute or proceeding, whether such evidence is requested in connection with a Rule 30(b)(6) proceeding or otherwise; provided, however, that such limitation will not abrogate or otherwise limit Customer’s indemnification obligations under this Agreement. Notwithstanding, Customer shall be invoiced for the corresponding fees as set forth in Schedule F for the provision of data and information to which Customer already has access and the ability to retrieve itself through the normal course of its use of the Products and Services, but which CSG has researched, collected and provided in response to a Customer issued subpoena or Customer request. Customer agrees that should its request require investment in hardware or software by CSG for discovery support, CSG shall provide estimates and costs of providing same and Customer agrees to pay for such costs in the event it requests CSG to proceed. . (c) Notwithstanding the foregoing, during the Term and at ** ****no additional charge to Customer, CSG shall provide Customer [****** ****** to ********, CSG shall provide Customer ************ (**) ***** ] of such litigation discovery support services per litigationproceeding. In the event Customer uses or anticipates using more than ******[****** **** *****] of litigation such support, requiring CSG investment in hardware or development work, such support shall be conducted pursuant to a mutually agreed upon SOW, and the fees provided in Schedule F under Discovery Support [*** *** **** ******** ** ******** * ***** ********* ******* will apply to all support provided after the initial ****** **** *****, which will be **** ** ******]. For any invoice associated with the foregoing, CSG will provide supporting documentation consistent with supporting documentation provided with respect to technical services. (d) Customer and CSG recognize that certain requests for data or other information may entail or require some level of utilization of copyrighted, patented, trade secret or other proprietary technology of CSG. CSG consents to the use of such technology for such purposespurposes and agrees to provide the requested information and/or discovery support necessary to retrieve the requested information, subject to additional fees, and Customer agrees, upon request of CSG CSG, to take all reasonable steps requested and available to protect the copyrighted, patented, secret or proprietary nature of such technology, which shall include but not be limited to subjecting the foregoing to protective order, requiring outside counsel or consultants to sign a non-disclosure agreement with CSG, but in any event it shall be in CSG’s reasonable discretion whether Customer is provided access to such technology. . (e) CSG further acknowledges that such requests may require the collection and production of data with respect to subscribers that have been divested by Customer and agrees to collect and produce such information with respect to the period during which such subscribers were Connected Subscribers; provided that CSG may withhold such information as it relates to the period after the date upon which any such divestiture is consummated unless and until CSG receives the approval of any acquiring entity to provide same (which approval will be deemed acceptable to CSG if the acquiring entity executes an Interim Agreement as provided in Schedule N). Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG that arise directly from CSG’s provision of support services requested by Customer.

Discovery Support. (a) CSG acknowledges and agrees that from time to time in the course of its business Customer may have a legal obligation to preserve, collect and produce certain data that CSG maintains pursuant to this Agreement and/or to preserve, collect, and produce such data in response to requests, inquiries or demands that may be made to Customer or CSG from time to time by government agenciesGovernmental Authorities, courts or opposing parties with which Customer is engaged in litigationlitigation (each a “Discovery Event”). CSG agrees to exercise reasonable efforts to reasonably cooperate with Customer and at Customer’s request or as required by the applicable rules of civil procedure or court order, to the fullest extent required by lawLaw, and with respect to any further or other request made by CustomerCustomer or a third-party litigant to which Customer is a party, in complying with and responding to such inquires or demands as are made to Customer Discovery Event(s) with respect to data or other information relating to Customer’s business that is has come or comes will come into the possession and/or custody of CSG (“Discovery Support”). (b) No later than ******* (**) ******** **** following CSG’s receipt of notice of a Discovery Event, which contains sufficient detail and information for which CSG to act upon, from Customer is entitled. Subject to Section 3.2, CSG may make reasonable charges for the time expended by its personnel in complying with any request of Customer under this section, not to exceed the amounts set forth under Schedule F for related development work, but shall not otherwise be compensated in connection therewith. For purposes of clarificationor a third party, CSG shall not provide Customer, with a good faith proposal (each a “Discovery Estimate”) consisting of (i) the scope and nature of the applicable Discovery Support; (ii) the estimated time that must be entitled to reimbursement or payment of expended by CSG personnel in providing the applicable Discovery Support; (iii) any fees, costs or expenses incurred by it to seek or obtain legal advice under this Section 3.10; provided, however, that such limitation will not abrogate or otherwise limit Customer’s indemnification obligations under this Agreement. Customer agrees that should its request require necessary investment in hardware or software by CSG or third-party vendor resources in connection with the proposed Discovery Support; and (iv) if applicable, any proposed budget for discovery supportthe work in question. Upon receipt of the Discovery Estimate, Customer shall negotiate in good faith with CSG to document via a Statement of Work the scope and terms of Discovery Support, including applicable timelines and service levels. No SOW shall be effective and CSG shall not be required to provide estimates any services hereunder, until and costs unless signed by a member of providing same and Customer agrees to pay for such costs in the event it requests CSG to proceed. Notwithstanding the foregoing, during Customer’s legal department. (c) During the Term and at any De-conversion Period, *** ***** ******* ********* ** ** ******* ** ** ****** (**) ***** ** **** ********* ******* *** ********* ****** *** *** ***** *** ****** ******** *** **** ******** ** *** ********* ** ***** ******** ** ********** **** ********* *******, ****** **** ****** ****** *** ******* ********* ********. ****** *** ********** ********* to ******** *** ********, CSG shall provide Customer * *** ******* **** **** ****** (**) ***** of such litigation support services per litigation. In the event Customer uses or anticipates using more than ** ********* *******, *** *********** ****** **** *** **** ********** ******* ***** *** ****** *** **** ******** ** ******** * ** *** ************ of litigation support, requiring CSG investment in hardware or development work, such support shall be conducted pursuant to a mutually agreed upon SOW, and the fees provided in Schedule F under Discovery Support will apply to all support provided after the initial ** *****, which will be **** *** ************ ********. (d) CSG further acknowledges that such requests may require the collection and production of data with respect to subscribers that have been divested by Customer and CSG agrees, to the extent it still has such information at the time of such request, to preserve, collect and/or produce such information with respect to the period during which such subscribers were Connected Subscribers as long as CSG receives the approval of any acquiring entity to provide same. Such obligation shall survive the expiration or early termination of this Agreement and any De-conversion Period. Customer and CSG recognize that certain requests for data Discovery Events or other information may entail or require some level of utilization of copyrighted, patented, trade secret or other proprietary technology of CSG. CSG consents to the use of such technology for such purposes, and Customer agrees, upon request of CSG CSG, to take all reasonable steps requested and available to protect the copyrighted, patented, secret or proprietary nature of such technology, which shall include but not be limited to subjecting pursuing the confidential treatment of the foregoing under a protective order and to protective orderthe extent reasonably necessary, requiring outside Customer’s counsel or consultants to sign a non-disclosure agreement with CSG. Nothing in this Agreement shall prohibit CSG from seeking a protective order or other appropriate relief if, but in any event it shall be in CSG’s reasonable discretion whether Customer discretion, such action is provided access necessary to such technology. CSG further acknowledges that such requests may require the collection and production of data with respect to subscribers that have been divested by Customer and agrees to collect and produce such information with respect to the period during which such subscribers were Connected Subscribers; provided that CSG may withhold such information as it relates to the period after the date upon which any such divestiture is consummated unless and until CSG receives the approval of any acquiring entity to provide same (which approval will be deemed acceptable to CSG if the acquiring entity executes an Interim Agreement as provided in Schedule N). Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG that arise directly from protect CSG’s provision of support services requested by Customerproprietary information and technology.