SAME TIME.
(B)
WITHIN FIFTEEN (15) DAYS OF THE NOTICE TO PROVIDER OF TERMINATION
OF THE MOAS UNDER THIS SECTION 8.4, CUSTOMER SHALL INFORM PROVIDER AS TO WHETHER
IT WILL
13
exercise its Carve-Out Option and/or whether it will require PROVIDER to provide
Services Transfer Assistance for a period not exceeding twenty-four (24) months
from the date of such notice.
If CUSTOMER fails to do so, CUSTOMER shall not be
entitled to exercise its Carve-Out Option and/or require PROVIDER to provide
Services Transfer Assistance.
8.5
TERMINATION RIGHT RELATING TO CHANGE OF CONTROL OF CUSTOMER.
IF A
CHANGE OF CONTROL OF GENWORTH OCCURS, PROVIDER SHALL, UNLESS THE PARTIES
OTHERWISE AGREE DURING A ONE HUNDRED TWENTY (120) DAY NEGOTIATION PERIOD
FOLLOWING THE CHANGE OF CONTROL, HAVE THE RIGHT TO TERMINATE ALL, BUT NOT LESS
THAN ALL, OF THE THEN-OUTSTANDING MOAS UPON THE LATER OF (A) THE LAST DAY OF THE
EIGHTEENTH (18TH) MONTH FOLLOWING THE EFFECTIVE DATE OF THE CHANGE OF CONTROL OR
(B) THE EXPIRATION OF THE INITIAL TERM, PROVIDED THAT SUCH TERMINATION RIGHT IS
EXERCISED WITHIN FIFTEEN (15) DAYS FOLLOWING THE END OF THE ONE HUNDRED TWENTY
(120) DAY NEGOTIATION PERIOD.
8.6
CONTINUED PERFORMANCE.
TERMINATION OF THIS AGREEMENT FOR ANY
REASON PROVIDED HEREIN SHALL NOT RELIEVE EITHER PARTY FROM ITS OBLIGATION TO
PERFORM ITS OBLIGATIONS HEREUNDER UP TO THE EFFECTIVE DATE OF SUCH TERMINATION
OR TO PERFORM SUCH OBLIGATIONS AS MAY SURVIVE TERMINATION.
9.0
OBLIGATIONS ON EXPIRATION AND TERMINATION.
9.1
SERVICES TRANSFER ASSISTANCE.
(A)
PROVIDER SHALL COOPERATE WITH CUSTOMER TO ASSIST IN THE ORDERLY
TRANSFER OF THE SERVICES TO CUSTOMER ITSELF OR ITS DESIGNEE (INCLUDING ANOTHER
SERVICES PROVIDER) IN CONNECTION WITH THE EXPIRATION, NON-RENEWAL OR EARLIER
TERMINATION OF THE AGREEMENT AND/OR EACH PSA FOR ANY REASON, HOWEVER DESCRIBED,
OR EXERCISE OF THE CARVE-OUT OPTION.
THE SERVICES INCLUDE "SERVICES TRANSFER
ASSISTANCE," WHICH INCLUDES PROVIDING CUSTOMER AND ITS DESIGNEES AND THEIR
AGENTS, CONTRACTORS AND CONSULTANTS, AS NECESSARY, WITH (I) SUCH COOPERATION AND
OTHER SERVICES INCIDENTAL TO THE TRANSFER OF THE SERVICES AS THEY MAY REASONABLY
REQUEST, (II) ALL OR SUCH PORTIONS OF THE SERVICES AS CUSTOMER MAY REQUEST, AND
(III) SUCH OTHER TRANSITION SERVICES AS MAY BE PROVIDED FOR IN ANY PSA.
NEITHER
THE TERM OF THE AGREEMENT NOR THE TERM OF ANY PSA SHALL BE DEEMED TO HAVE
EXPIRED OR TERMINATED UNTIL THE SERVICES TRANSFER ASSISTANCE THEREUNDER IS
COMPLETED.
(B)
UPON CUSTOMER'S REQUEST, PROVIDER SHALL PROVIDE SERVICES TRANSFER
ASSISTANCE COMMENCING UP TO ONE (1) YEAR PRIOR TO EXPIRATION OR TERMINATION OF
THE AGREEMENT OR ANY PSA AND CONTINUING FOR THE PERIODS DESCRIBED IN THIS
AGREEMENT.
PROVIDER SHALL PROVIDE THE SERVICES TRANSFER ASSISTANCE EVEN IN THE
EVENT OF CUSTOMER'S MATERIAL BREACH (OTHER THAN AN UNCURED PAYMENT DEFAULT) OF
THIS AGREEMENT OR ANY PSA.
(C)
IF ANY SERVICES TRANSFER ASSISTANCE PROVIDED BY PROVIDER REQUIRES
THE UTILIZATION OF ADDITIONAL RESOURCES THAT PROVIDER WOULD NOT OTHERWISE USE IN
THE PERFORMANCE OF THE SERVICES, BUT FOR WHICH THERE IS A CHARGING METHODOLOGY
PROVIDED FOR IN THE AGREEMENT OR SUCH PSAS, CUSTOMER WILL PAY PROVIDER FOR