Common use of Termination Assistance Services Clause in Contracts

Termination Assistance Services. (1) IBM shall, upon EMW's request from time to time after a determination is made by EMW that there will be a termination or expiration of this Agreement, provide the Termination Assistance Services. The quality and level of performance during the Termination Assistance Period shall not be degraded. After the expiration of the Termination Assistance Period, IBM shall (a) answer questions from EMW regarding the Services on an "as needed" basis at IBM's then standard billing rates and (b) deliver to EMW IBM Confidential May 12, 2000 Page 40 of 52 EMW Confidential Agreement any remaining EMW-owned reports and documentation still in IBM's possession. (2) Upon the occurrence of either the (a) delivery to IBM by EMW of a notice to terminate the entire Agreement or (b) expiration of this Agreement, IBM shall not terminate, reassign or otherwise remove (other than for cause) the specified IBM Key Personnel without EMW's reasonable prior approval for up to 180 days after the date of such notice or within 180 days of the date of such expiration. At EMW's request during such period in respect of each then-current member of the Project Staff, IBM shall, to the extent not prohibited by applicable laws, rules or regulations allow EMW and its designees to meet with, solicit and hire such then-current member of the Project Staff. (3) To the extent IBM can perform any requested Termination Assistance Services using its then-existing resources dedicated to providing the Services under this Agreement, the Termination Assistance Services will be billed to EMW as Designated Fees. (4) If the Termination Assistance Services will require the use of different or additional services or resources beyond that which IBM is then using to provide the Services, the Termination Assistance Services will be invoiced at IBM's then standard rates. (5) IBM will provide the Termination Assistance Services for up to 12 months after the effective date of the expiration or termination of this Agreement. (6) IBM will provide Termination Assistance Services only to the extent such Termination Assistance Services will not unreasonably interfere with IBM's ability to perform the Services, unless EMW gives IBM corresponding relief of IBM's obligations. (7) If IBM terminates this Agreement for EMW's material breach, IBM will provide EMW with Termination Assistance Services only if EMW pays the estimated Fees for such Termination Assistance Services in advance.

Termination Assistance Services. (1a) IBM shall, upon EMW's request from time Commencing on the later of (i) six (6) months prior to time after the scheduled expiration date of a determination is made by EMW that there will be a Statement of Work and (ii) the delivery of any notice of termination or non-renewal of such Statement of Work (or such other date as agreed by the Parties), and continuing until the effective date of such expiration or termination or the period of this Agreementsix (6) months, whichever is less (“Termination Assistance Period”), Genpact shall provide to Carnation at Carnation’s cost, such reasonable cooperation, assistance and services as specified in the Statement of Work (“Termination Assistance Services. The quality ”) provided that (i) any such cooperation, assistance and level services do not interfere with Genpact’s ability to provide the Services or Termination Assistance Services; (ii) if Genpact agrees to give Carnation access to Genpact’s premises, it shall comply with Genpact’s security and confidentiality requirements that are notified in writing to it, including execution of performance a confidentiality agreement reasonably acceptable to Genpact; and (iii) the exercise of these rights is subject to compliance by Genpact with any confidentiality obligations and all Applicable Legislation. (b) Genpact shall be relieved from a failure to meet the Service Levels during the Termination Assistance Period to the extent that such failure is the result of the any reduction of support during transition of applicable Services from Genpact or failure of Carnation to perform its material obligations as set out in Clause 15.1. Carnation will continue to provide the required support during the Termination Assistance Period and n such events, SLAs like minimum volume of service shall not be degradedapplicable if the actual volume has fallen below the required volumes to be worked upon. After the expiration of the Termination Assistance PeriodCarnation, IBM shall (a) answer questions from EMW regarding the Services on an "as needed" basis at IBM's then standard billing rates and (b) deliver to EMW IBM Confidential May 12, 2000 Page 40 of 52 EMW Confidential Agreement any remaining EMW-owned reports and documentation still in IBM's possession. (2) Upon the occurrence of either the (a) delivery to IBM by EMW of a notice to terminate the entire Agreement or (b) expiration of this Agreement, IBM shall not terminate, reassign or otherwise remove (other than for cause) the specified IBM Key Personnel without EMW's reasonable prior approval for up to 180 days after the date of such notice or within 180 days of the date of such expiration. At EMW's request during such period in respect of each then-current member of the Project Staff, IBM shall, to the extent not prohibited by applicable laws, rules or regulations allow EMW its employees and its designees to meet with, solicit and hire such then-current member of the Project Staff. (3) To the extent IBM can perform any requested agents shall cooperate in good faith with Genpact in connection with Genpact’ obligations under this Clause 15.4. Termination Assistance Services using its then-existing resources dedicated to providing shall be provided by Genpact on a time and materials basis and at the Services under this Agreementfees set forth in the applicable Statement of Work, the Termination Assistance Services will which shall be billed to EMW as Designated Fees. (4) If the Termination Assistance Services will require the use of different or additional services or resources beyond that which IBM is then using to provide the Services, the Termination Assistance Services will be invoiced at IBM's then standard rates. (5) IBM will provide the Termination Assistance Services for up to 12 months after the effective date of the expiration or termination of this Agreement. (6) IBM will provide Termination Assistance Services only to the extent such Termination Assistance Services will not unreasonably interfere with IBM's ability to perform the Services, unless EMW gives IBM corresponding relief of IBM's obligations. (7) If IBM payable by Carnation in advance where Genpact terminates this Agreement for EMW's material breach, IBM will provide EMW with breach by Carnation (“Termination Assistance Services only if EMW pays the estimated Fees for such Termination Assistance Services in advanceFees”).

Termination Assistance Services. (1) IBM shallUpon AMO’s request, upon EMW's request from time to time after a determination is made by EMW that there will be a and regardless of the reason for the full or partial termination or expiration of this Agreement, IBM shall during the Termination Assistance Period, provide the Termination Assistance Services based on the Annual Services Charges (and the charges agreed to in writing for any Out of Scope Services) being paid by AMO at the time of such termination or expiration. The If termination is by IBM in accordance with Section 25.06, then Termination Assistance Services will be provided upon payment in advance by AMO for such services. IBM’s quality and level of performance during the Termination Assistance Period shall not be degradeddegraded and, at AMO’s request, Termination Assistance Services shall be provided either to AMO or to another supplier of AMO’s choosing; provided, however, that IBM is not obligated to provide Termination Assistance Services if such Services will unreasonably and materially interfere with IBM’s ability to perform the Covered Services (unless AMO provides IBM in advance the appropriate written relief from any Covered Service or Service Level commitments). After the expiration of the Termination Assistance PeriodPeriod and for a period of *** thereafter, IBM shall (a1) be reasonably available to answer questions from EMW AMO regarding the Services on an "“as needed" ” basis at IBM's ’s then standard billing rates and rates, (b2) deliver to EMW IBM Confidential May 12, 2000 Page 40 of 52 EMW Confidential Agreement AMO any remaining EMWAMO-owned reports and documentation still in IBM's ’s possession. , and (23) Upon deliver to AMO, at no additional cost to AMO, a copy of the occurrence in-use version and release of either the (a) delivery to IBM by EMW of a notice to terminate AMO Software. IBM’s assistance after the entire Agreement or (b) expiration of the Termination Assistance Period shall include, but not be limited to, consulting services, software configuration and reviewing all supported Application and System Software with a new service provider. In the event that AMO has selected or is contemplating the selection at a new party to provide the services contemplated under this Agreement, IBM shall not terminate, reassign or otherwise remove (other than for cause) the specified IBM Key Personnel without EMW's reasonable prior approval for up to 180 days after the date of such notice or within 180 days of the date of such expiration. At EMW's request during such period in respect of each then-current member of the Project Staff, IBM shall, to the extent not prohibited by applicable laws, rules or regulations allow EMW and its designees to meet with, solicit and hire such then-current member of the Project Staff. (3) To the extent IBM can perform any requested Termination Assistance Services using its then-existing resources dedicated to providing the Services under this Agreement, the Termination Assistance Services will be billed to EMW as Designated Fees. (4) If the Termination Assistance Services will require the use of different or additional services or resources beyond that which IBM is then using to provide the Services, the Termination Assistance Services will be invoiced at IBM's then standard rates. (5) IBM will provide the Termination Assistance Services for up to 12 months after the effective date of the expiration such party or termination of this Agreement. (6) IBM will provide Termination Assistance Services only parties as identified by AMO. In all instances, to the extent IBM is utilizing agents and/or authorized subcontractors to provide the Covered Services, IBM shall ensure that such agents and/or subcontractors continue to provide the Covered Services at the same quality level during the Termination Assistance Services will not unreasonably interfere with IBM's ability to perform Period as provided during the Services, unless EMW gives IBM corresponding relief of IBM's obligationsTerm. (7) If IBM terminates this Agreement for EMW's material breach, IBM will provide EMW with Termination Assistance Services only if EMW pays the estimated Fees for such Termination Assistance Services in advance.