Common use of Termination for Convenience—Service Level Clause in Contracts

Termination for Convenience—Service Level. Pursuant to Section 9.2 of the Agreement, for substantial and material failure to meet the SLAs, termination shall be Customer's sole and exclusive remedy for such failure(s) to meet the SLAs and ACS shall not be deemed in breach hereof or have any liability for damages to Customer in connection therewith. Substantial and material failure to meet the SLAs will be considered to occur when (and only when) ACS has been suffering a fee reduction under Section 3.2 for at least [***] months and fails to correct such failure(s) to meet the SLA(s) involved within thirty (30) days after written notice of termination, and such failure materially adversely affects Customer's administration of US Title IV student assistance. In this event, Customer shall pay ACS a termination fee of [***]. There will be no early termination fee following the end of the Initial Term of this Task Order. V.

Termination for Convenience—Service Level. Pursuant to Section 9.2 of the Agreement, for substantial and material failure to meet the SLAs, termination shall be Customer's sole and exclusive remedy for such failure(s) to meet the SLAs and ACS shall not be deemed in breach hereof or have any liability for damages to Customer in connection therewith. Substantial and material failure to meet the SLAs will be considered to occur when (and only when) ACS has been suffering a fee reduction under Section 3.2 for at least [***] three (3) consecutive months and fails to correct such failure(s) to meet the SLA(s) involved within thirty (30) days after written notice of termination, and such failure materially adversely affects Customer's administration of US Title IV student assistance. In this event, Customer shall pay ACS a termination fee of [***]$250,000. There will be no early termination fee following the end of the Initial Term of this Task Order. V..