Common use of Relief Event Clause in Contracts

Relief Event. Cognizant Group shall be excused for its non-performance of an obligation under this Agreement for as long as, and to the extent, Cognizant Group’s performance of such obligation is directly prevented by (1) the failure of NAIC Group or an NAIC Agent to perform any of its obligations under this Agreement (including, subject to a root cause analysis, a failure of a system provided by NAIC Group or an NAIC Agent to perform in accordance with the requirements set forth in an SOW, provided such failure is not due to an act or omission of Cognizant or its Affiliates); (2) a written or electronic agreement between the Cognizant Service Delivery Executive and NAIC Senior Executive to re-direct resources or priorities other than in the ordinary course of the Services (provided, however, that the Cognizant Service Delivery Executive notifies the NAIC Senior Executive prior to such agreement that such re-direction or re-prioritization shall cause such non-performance); or (3) incorrect or incomplete information provided by a third party that could not have been identified as incorrect or incomplete in connection with Cognizant Group’s performance of the Services or the exercise of reasonable judgment (a “Relief Event”); provided, however, that Cognizant Group (a) demonstrates the basis for the Relief Event was the primary cause of such non-performance, (b) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (c) continues to use commercially reasonable efforts (including emergency fixes and workarounds) to perform such obligation and (d) provides NAIC Group notice of such non-performance describing in reasonable detail the nature of such non-performance as soon as possible after Cognizant Group (i) knows of such non-performance, but in no event later than one Business Day after Cognizant Group has such knowledge or (ii) should have known of such non-performance in which case Cognizant Group shall not be excused until after it provides notice of the non-performance.

Relief Event. Cognizant Group Supplier shall be excused for its non-performance of an obligation under this Agreement for as long as, and to the extent, Cognizant Group’s Supplier's performance of such obligation is directly prevented by (1) the failure of NAIC Voya Group or an NAIC Voya Agent to perform any of its obligations under this Agreement (including, subject to a root cause analysis, a failure of a system provided by NAIC Voya Group or an NAIC Voya Agent to perform in accordance with the requirements explicitly set forth in an SOWthis Agreement, provided such failure is not due to an act or omission of Cognizant Supplier or its Affiliates); (2) a written or electronic agreement between the Cognizant applicable Supplier Service Delivery Executive and NAIC Voya Senior Executive to re-direct resources or priorities other than in the ordinary course of the Services (provided, however, that the Cognizant applicable Supplier Service Delivery Executive notifies the NAIC Voya Senior Executive prior to such agreement that such re-direction or re-prioritization shall cause such non-performance); or (3) incorrect or incomplete information provided by a third party Voya Agent that could not have been identified as incorrect or incomplete in connection with Cognizant Group’s Supplier's performance of the Services or the exercise of reasonable judgment (a collectively, “Relief EventEvents”); provided, however, that Cognizant Group Supplier (a) demonstrates the basis for the Relief Event was the primary cause of such non-performance, (b) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (c) continues to use commercially reasonable efforts (including emergency fixes and workarounds) to perform such obligation and (d) provides NAIC Voya Group notice of such non-performance describing in reasonable detail the nature of such non-performance as soon as possible after Cognizant Group Supplier (i) knows of such non-performance, but in no event later than one (1) Business Day after Cognizant Group Supplier has such knowledge or (ii) should have known of such non-performance in which case Cognizant Group Supplier shall not be excused until after it provides notice of the non-performance.