Common use of Interdependencies Clause in Contracts

Interdependencies. Notwithstanding anything to the contrary in Section 6.2, Recipient may only terminate a Service before the end of the relevant Service Period if it also terminates all other Services that are identified in Exhibit A-1 or Exhibit A-2, as applicable, as being dependent on that Service. The Parties acknowledge and agree that (a) there may be additional interdependencies among the Services being provided under this Agreement that are not expressly included in Exhibit A-1 or Exhibit A-2, (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such additional interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 6.2 and (ii) in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be adversely affected by such termination of another Service, and (c) if the Parties have determined that such additional interdependencies exist (and, in the case of such termination that Provider’s ability to provide a particular Service in accordance with this Agreement would be adversely affected by such termination), the Parties shall negotiate in good faith to amend Exhibit A-1 or Exhibit A-2 hereto, as applicable, with respect to such impacted Service to mitigate the effect of the dependency, which amendment shall be consistent with the terms of, and the pricing methodology used for, comparable Services; provided that if the Parties cannot agree despite good faith negotiation and Recipient nevertheless terminates the Service that other ongoing Services are dependent on, Provider shall not be liable for any failure in the ongoing Services resulting from such dependency. Notwithstanding anything to the contrary in this Agreement, in no event shall the Service Period for any Service continue beyond the Service Period of any other Service upon which such Service is dependent, as identified in Exhibit A-1 or Exhibit A-2 or as determined by the Parties in accordance with the second sentence of this Section 6.3.