Common use of Product or Service Discontinuance Clause in Contracts

Product or Service Discontinuance. Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (1) notify the Commissioner, each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (2) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (3) at Authorized User’s option, provided that the Authorized User is under contract for maintenance on the date of notice, either: a) provide the Authorized User with either a Product replacement or migration path with at least equivalent functionality at no additional charge, or b) provide Authorized User with the source code for Licensed Product at no additional charge to enable Authorized User to continue use and maintenance of the Product. In the event that the Contractor is not the Product Manufacturer, Contractor shall be required to: (1) provide the notice required under (1), above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturer, and (2) include in such notice the period of time from the date of notice that the Product Manufacturer will continue to provide Product or withdrawn support. The provisions of this paragraph (a) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent subcontractor. In the event that such subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate subcontractor.

Product or Service Discontinuance. Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (1i) notify the CommissionerState, each Licensee and each Authorized User if then under contract for maintenance or technical support Maintenance, in writing of the intended discontinuance; and (2ii) continue to offer Product or withdrawn support upon the Contract Agreement terms previously offered for the greater of: a) the best terms offered by Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; notice and (3iii) at Authorized Userthe State’s option, provided that the Authorized User State is under contract for maintenance on the date of notice, either: a) provide the Authorized User State with either a Product replacement or migration path with at least equivalent functionality at no additional charge, or b) provide Authorized User with the source code for Licensed Product at no additional charge to enable Authorized User the State to continue use and maintenance of the Product. In the event that the Contractor is not the Product Manufacturermanufacturer, Contractor shall be required to: (1i) provide the notice required under (1), the paragraph above, to the entities described State within five (5) business days of Contractor receiving notice from the Product Manufacturermanufacturer, and (2ii) include in such notice the period of time from the date of notice that the Product Manufacturer manufacturer will continue to provide Product or withdrawn withdraw support. The provisions of this paragraph (a) subdivision shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent subcontractorSubcontractor. In the event that such subcontractor Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state State approval, to an alternate subcontractorSubcontractor.

Product or Service Discontinuance. Where Contractor is the Product Manufacturer/Developer, and Contractor publicly announces to all U.S. customers (“date of notice”) that a Product is being withdrawn from the U.S. market or that maintenance service or technical support provided by Contractor (“withdrawn support”) is no longer going to be offered, Contractor shall be required to: (1i) notify the Commissioner, Commissioner and each Licensee and each Authorized User then under contract for maintenance or technical support in writing of the intended discontinuance; and (2ii) continue to offer Product or withdrawn support upon the Contract terms previously offered for the greater of: a) the best terms offered by Contractor to any other similarly situated, supported customer, or b) not less than twelve (12) six months from the date of notice; and (3iii) at Authorized UserLicensee’s option, provided that and in order to enable Licensee to continue the Authorized User is under contract for use and maintenance on of the date of noticeProduct, either: a) provide the Authorized User Licensee with either a Product replacement or migration path with at least equivalent functionality at no additional charge, provided that Licensee is under contract for maintenance on the date of notice and Contractor is offering such replacement or b) provide Authorized User with the source code for Licensed Product at no migration path to all of its similarly situated, supported customers without additional charge to enable Authorized User to continue use and maintenance of the Productcharge. In the event that the Contractor is not the Product Manufacturermanufacturer, Contractor shall be required to: (1i) provide the notice required under (1), the paragraph above, to the entities described within five (5) business days of Contractor receiving notice from the Product Manufacturermanufacturer, and (2ii) include in such notice the period of time from the date of notice that the Product Manufacturer manufacturer will continue to provide Product or withdrawn withdraw support. The provisions of this paragraph subdivision (a) shall not apply or eliminate Contractor’s obligations where withdrawn support is being provided by an independent subcontractorSubcontractor. In the event that such subcontractor Subcontractor ceases to provide service, Contractor shall be responsible for subcontracting such service, subject to state State approval, to an alternate subcontractorSubcontractor.