PROVIDER'S OR SUCH
SUBCONTRACTOR'S PERFORMANCE OF THE SERVICES, (II) COMPLIANCE WITH THE SECURITY
PROCEDURES OR (III) ANY OTHER MATTER RELEVANT TO THIS AGREEMENT, INCLUDING,
WITHOUT
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limitation, the determination and calculation of all elements of Base Cost and
all other elements of the pricing mechanism described in Section 2.0 hereof and
in Exhibit F.
PROVIDER shall reasonably cooperate with CUSTOMER in the
performance of these audits, including installing and operating audit software.
If CUSTOMER requires PROVIDER to conduct any special audit other than as
provided in this Section 5.1 and if the same results in any increased cost to
PROVIDER, PROVIDER shall be entitled to pass on such extra costs to CUSTOMER
through a special invoice, but only to the extent approved by CUSTOMER in
advance.
5.2
REPORTS AND CERTIFICATIONS.
PROVIDER SHALL PROVIDE CUSTOMER SUCH
OTHER REPORTS AND CERTIFICATIONS RELATING TO THE SERVICES AS CUSTOMER MAY
REASONABLY REQUEST, INCLUDING ALL REPORTS AND SUB-CERTIFICATIONS NECESSARY FOR
OFFICERS OF CUSTOMER TO MAKE THE CERTIFICATIONS REQUIRED UNDER THE
SARBANES-OXLEY ACT OF 2002 AND ALL RELATED RULES AND REGULATIONS AND ALL RELATED
APPLICABLE STOCK EXCHANGE LISTING REQUIREMENTS.
6.0
CUSTOMER COMMITMENTS.
6.1
SYSTEM ACCESS.
CUSTOMER AGREES TO PROVIDE TO PROVIDER, AT
CUSTOMER'S EXPENSE, NECESSARY ACCESS TO THE MAINFRAME COMPUTER AND RELATED
INFORMATION TECHNOLOGY SYSTEMS (THE "SYSTEM") ON WHICH CUSTOMER DATA IS
PROCESSED DURING THE TIMES (THE "SERVICE HOURS") SPECIFIED IN THE PSAS, SUBJECT
TO REASONABLE DOWNTIME FOR UTILITY OUTAGES, MAINTENANCE, PERFORMANCE
DIFFICULTIES AND THE LIKE.
IN THE EVENT OF A CHANGE IN THE SERVICE HOURS,
CUSTOMER WILL PROVIDE PROVIDER WITH AT LEAST FIFTEEN (15) CALENDAR DAYS WRITTEN
NOTICE OF SUCH CHANGE.
6.2
DATA INTEGRITY.
CUSTOMER WILL ENSURE THAT ALL DATA AND
INFORMATION SUBMITTED BY IT TO PROVIDER FOR PERFORMING THE SERVICES SHALL BE
ACCURATE AND COMPLETE AND FURNISHED IN A TIMELY MANNER.
6.3
TRAINING.
CUSTOMER SHALL PROVIDE ALL PROVIDER EMPLOYEES WHO ARE
DEDICATED TO CUSTOMER OPERATIONS WITH TRAINING OR TRAINING MATERIALS RELATING TO
BUSINESS PROCESSES AND REGULATORY MATTERS UNIQUELY RELATED TO THE CUSTOMER
BUSINESS AND REASONABLY REQUIRED BY SUCH EMPLOYEES TO MEET THE PERFORMANCE
STANDARDS.
To the extent any non-performance or failure to meet Performance Standards by
PROVIDER is due to CUSTOMER's failure to comply with this Section 6.0, such
non-performance or failure shall not be considered a breach in Performance
Standards and/or a breach of this Agreement by PROVIDER.
7.0
TERM.
7.1
INITIAL TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE
EXECUTION DATE AND TERMINATE ON THE THIRD (3RD) ANNIVERSARY OF THE TRIGGER DATE
(THE "COMMON TERMINATION DATE").
THE PERIOD FROM THE EXECUTION DATE TO THE
COMMON TERMINATION DATE IS REFERRED TO AS THE "INITIAL TERM".
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7.2
LIMITATION ON TERMINATION OF MOAS; RENEWAL.
CUSTOMER MAY
TERMINATE INDIVIDUAL PSAS PRIOR TO THE COMMON TERMINATION DATE EITHER FOR CAUSE
OR FOR CONVENIENCE AS DESCRIBED THEREIN OR IN THIS AGREEMENT.
CUSTOMER,
HOWEVER, MAY NOT TERMINATE THIS AGREEMENT, OTHER THAN FOR CAUSE AS DESCRIBED IN
SECTION 8.0, PRIOR TO THE COMMON TERMINATION DATE, UNLESS ALL OF THE MEMBERS OF
THE GENWORTH GROUP THEN