Common use of Termination for Governmental Authority Intervention Clause in Contracts

Termination for Governmental Authority Intervention. If, during the Term, Client and/or Client Affiliates have been notified by a Governmental Authority that Client and/or Client Affiliates can no longer continue to outsource some or all of the business processes or services outsourced to Service Provider under this Agreement, Client shall immediately notify Service Provider. In the event of such notice, the Parties will meet within a period of [***]* following the day on which the notice is sent, at such time and at such place as the Parties will determine, and will use their best efforts to resolve the matter working cooperatively and in good faith within a further period of [***]*. Any Changes, including a termination of some but not all of the Services will be handled through Change Control. If the Parties are not able to resolve the matter within such period, provided that Client has first used its Commercially Reasonable Efforts, for a reasonable period, to identify alternative solutions to obtain the required approval of the Governmental Authority, Client shall be entitled to terminate this Agreement on at least [***]* notice (unless a shorter period is required by the Governmental Authority) and upon payment of a Termination Fees that apply in the event Client terminates the Agreement for Change of Control of Service Provider or Change of Control of Exult Canada Parent and as set forth in each Service Agreement then in effect. Service Provider agrees to continue to provide the Services and provide Termination Assistance Services in accordance with this Agreement unless prohibited by Governmental Authority.