OF SUCH NOTICE, AND (IV) HAS NOT
FULLY CURED SUCH DEFAULT WITHIN NINETY (90) DAYS OF SUCH NOTICE OR SUCH LONGER
PERIOD AS MAY HAVE BEEN APPROVED BY CUSTOMER AS PART OF PROVIDER'S PLAN TO CURE
SUCH BREACH, PROVIDED, THAT ANY BREACH REFERRED TO IN SECTION 1.B SHALL BE FULLY
CURED WITHIN THIRTY (30) DAYS OF SUCH NOTICE.
Within fifteen (15) days of its notice to PROVIDER of its intent to terminate
any PSA, in whole or in part, under this Section 8.a, CUSTOMER shall inform
PROVIDER as to whether it will exercise its Carve-Out Option (which may only be
exercised with respect to all of the outstanding MOAs, as described in Section
1.0 of Exhibit H) and/or whether it will require PROVIDER to provide Services
Transfer Assistance for a period not exceeding twenty-four
9
(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.
B.
TERMINATION BY PROVIDER.
PROVIDER MAY NOT TERMINATE THIS AGREEMENT OR ANY PSA FOR ANY REASON OTHER THAN
(I) NON-PAYMENT IN ACCORDANCE WITH SECTION 3.F, (II) AS DESCRIBED BELOW UNDER
SECTION 8.D (TERMINATION RELATING TO DAMAGES CAP) HEREOF AND (III) AS DESCRIBED
BELOW UNDER SECTION 8.E (CHANGE OF CONTROL), IT BEING UNDERSTOOD THAT PROVIDER
WILL BE RELIEVED FROM ITS OBLIGATIONS TO PERFORM IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT OR A PSA TO THE EXTENT THAT IT IS PREVENTED FROM DOING SO AS A
RESULT OF THE FAILURE BY CUSTOMER TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR SUCH PSA.
WITHIN FIFTEEN (15) DAYS OF PROVIDER'S NOTICE TO CUSTOMER OF PROVIDER'S INTENT
TO TERMINATE ANY PSA IN ACCORDANCE WITH SECTIONS 8.2(A)(I) OR 8.2(A)(II),
CUSTOMER SHALL INFORM PROVIDER AS TO WHETHER IT WILL REQUIRE PROVIDER TO PROVIDE
SERVICES TRANSFER ASSISTANCE FOR A PERIOD NOT EXCEEDING FOURTEEN (14) MONTHS
FROM THE DATE OF SUCH NOTICE, PROVIDED, IN THE CASE OF A TERMINATION DESCRIBED
IN CLAUSE (I), THAT CUSTOMER HAS MADE ALL OUTSTANDING PAYMENTS UNDER ANY INVOICE
IN ACCORDANCE WITH SECTION 3.B HEREOF.
IF CUSTOMER FAILS TO GIVE SUCH NOTICE,
CUSTOMER SHALL NOT BE ENTITLED TO REQUIRE PROVIDER TO PROVIDE SERVICES TRANSFER
ASSISTANCE.
AT PROVIDER'S OPTION, CUSTOMER SHALL BE REQUIRED TO PAY FOR
SERVICES TRANSFER ASSISTANCE PROVIDED UNDER THIS PARAGRAPH IN ADVANCE.
WITH RESPECT TO ANY OTHER BREACH OF THIS AGREEMENT OR A PSA BY CUSTOMER,
PROVIDER WILL BE ENTITLED TO INVOKE THE APPLICABLE DISPUTE RESOLUTION PROCESS
UNDER SECTION 21.L HEREOF AND PURSUE ALL REMEDIES PERMITTED BY THAT PROCESS, BUT
SHALL NOT BE ENTITLED TO TERMINATE THIS AGREEMENT OR ANY RELATED PSA OR
VOLUNTARILY WITHHOLD ANY SERVICES EXCEPT AS AUTHORIZED PURSUANT TO SUCH PROCESS.
C.
TERMINATION FOR CONVENIENCE.
CUSTOMER MAY TERMINATE ANY PSA IN WHOLE OR IN PART AT ANY TIME UPON AT LEAST ONE
(1) YEAR'S PRIOR WRITTEN NOTICE TO PROVIDER.
SUCH NOTICE SHALL INCLUDE A
COMMERCIALLY REASONABLE PLAN FOR THE REDUCTION OF SERVICES TO BE PURCHASED FROM
PROVIDER THAT WILL