Common use of Termination Services Clause in Contracts

Termination Services. The parties agree that Retec will cooperate with AGLC to assist in the orderly transfer of the Services to AGLC or another service provider in connection with the expiration or earlier termination of this Amended Agreement for any reason. Without limiting the generality of the foregoing, upon AGLC’s request, subject to Paragraph 8.6 hereof, Retec shall provide transfer assistance in connection with migrating the work to AGLC or another service provider (“Transfer Assistance”) for a period, unless a shorter period is specified in Paragraph 8.5 above, of up to one year following the expiration of this Amended Agreement or up to one year following any notice of termination (as the case may be). Retec shall provide the Transfer Assistance in accordance with this Paragraph 9 even if AGLC has materially breached this Amended Agreement (other than an uncured payment default or failure to defend and indemnify Retec as provided herein) with or without an attendant termination for cause by Retec, if AGLC prepays a reasonable projection of the other charges hereunder for the Transfer Assistance for the entire period AGLC desires Retec to provide the Transfer Assistance. The Transfer Assistance shall be provided pursuant to the terms and conditions of this Amended Agreement, and in lieu of all other compensation described herein (including the performance fee), Retec shall be compensated on a time and materials basis at its standard rates for such assistance; provided, however, that if AGLC has terminated this Amended Agreement pursuant to Paragraph 8.1(A) hereof, Retec shall provide the Transfer Assistance without any additional charge to AGLC; provided, further, that if AGLC has terminated this Amended Agreement pursuant to Paragraph 8.1(B) or 8.1(C) hereof, Retec shall provide the Transfer Assistance for the time periods and for the fees set forth in Paragraph 8.5(C) hereof. If the Transfer Assistance requires Retec to incur costs that Retec would not otherwise incur in the performance of the Services under this Amended Agreement, then Retec shall notify AGLC of the identity and scope of the activities requiring Retec to incur such costs and the projected amount of the charges that will be payable by AGLC for the performance of such assistance. Upon AGLC’s authorization, Retec shall perform the assistance and invoice AGLC for such charges. Within 30 days after the date of the invoice, AGLC shall pay Retec for authorized additional charges incurred to provide such assistance to AGLC.

Termination Services. The parties agree that Retec ThermoRetec will cooperate with AGLC to assist in the orderly transfer of the Services to AGLC or another service provider in connection with the expiration or earlier termination of this Amended Agreement for any reason. Without limiting the generality of the foregoing, upon AGLC’s 's request, subject to Paragraph Section 8.6 hereof, Retec ThermoRetec shall provide transfer assistance in connection with migrating the work to AGLC or another service provider (“"Transfer Assistance”") for a period, unless a shorter period is specified in Paragraph 8.5 aboveSection 8.5, of up to one year following the expiration of this Amended Agreement or up to one year following any notice of termination (as the case may be). Retec ThermoRetec shall provide the Transfer Assistance in accordance with this Paragraph Section 9 even if AGLC has materially breached this Amended Agreement (other than an uncured payment default or failure to defend and indemnify Retec ThermoRetec as provided herein) with or without an attendant termination for cause by RetecThermoRetec, if AGLC prepays a reasonable projection of the other charges hereunder for the Transfer Assistance for the entire period AGLC desires Retec ThermoRetec to provide the Transfer Assistance. The Transfer Assistance shall be provided pursuant to the terms and conditions of this Amended Agreement, and in lieu of all other compensation described herein (including the performance fee), Retec ThermoRetec shall be compensated on a time and materials basis at its standard rates for such assistance; provided, however, that if AGLC has terminated this Amended Agreement pursuant to Paragraph Section 8.1(A) hereofor 8.1(D), Retec ThermoRetec shall provide the Transfer Assistance without any additional charge to AGLC; provided, further, that if AGLC has terminated this Amended Agreement pursuant to Paragraph Section 8.1(B) or 8.1(C) hereof), Retec ThermoRetec shall provide the Transfer Assistance for the time periods and for the fees set forth in Paragraph 8.5(CSection 8.5(d) hereofand (e), respectively. If the Transfer Assistance requires Retec ThermoRetec to incur costs that Retec ThermoRetec would not otherwise incur in the performance of the Services under this Amended Agreement, then Retec ThermoRetec shall notify AGLC of the identity and scope of the activities requiring Retec ThermoRetec to incur such costs and the projected amount of the charges that will be payable by AGLC for the performance of such assistance. Upon AGLC’s 's authorization, Retec ThermoRetec shall perform the assistance and invoice AGLC for such charges. Within 30 days after the date of the invoice, AGLC shall pay Retec ThermoRetec for authorized additional charges incurred to provide such assistance to AGLC.