SERVICE
AFFECTED BY SUCH BREACH OR THIS AGREEMENT IN ITS ENTIRETY BY PROVIDING WRITTEN
NOTICE OF TERMINATION TO THE OTHER PARTY, WHICH TERMINATION SHALL BE EFFECTIVE
IMMEDIATELY.
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4.3
EFFECT OF TERMINATION.
UPON TERMINATION OR EXPIRATION OF THIS
AGREEMENT OTHER THAN UPON THE OCCURRENCE OF THE CLOSING DATE:
(a)
all rights and obligations of the parties hereto under this Agreement will
cease, except as set forth in Section 6.3;
(b)
the Parties each will promptly return to the other or destroy, in
accordance with the terms set forth in the Confidentiality Agreement, any
confidential information of the other party in its possession or control that
was provided or obtained in connection with this Agreement and the provision of
the Services; and
(c)
the Company will provide such cooperation as may reasonably be requested
by the Investor or the Manager, in order to transition the Services to the
Investor, the Manager or a third party service provider.
ARTICLE 5
RESPONSIBILITIES; LIMITATION OF LIABILITY
5.1
COMPLIANCE WITH SERVICE STANDARDS.
THE COMPANY WILL CAUSE THE
SERVICES TO BE PROVIDED TO THE MANAGER IN ACCORDANCE WITH THE FOLLOWING
STANDARDS:
(I) WITH A DEGREE OF QUALITY, CARE, RESPONSIVENESS AND DILIGENCE
THAT IN ALL MATERIAL RESPECTS ARE AT LEAST AS HIGH AS THOSE TYPICALLY USED BY
THE COMPANY IN PROVIDING SIMILAR SERVICES DURING THE PRIOR YEAR PERIOD
IMMEDIATELY PRECEDING THE EFFECTIVE DATE, AND (II) IN MATERIAL COMPLIANCE WITH
APPLICABLE LAWS.
5.2
PERSONNEL.
AS BETWEEN THE COMPANY, AND THE MANAGER AND THE
INVESTOR, THE COMPANY WILL HAVE THE SOLE AND EXCLUSIVE RESPONSIBILITY FOR THE
COMPANY'S PERSONNEL, INCLUDING RESPONSIBILITY FOR THE PAYMENT OF ANY AND ALL
COMPENSATION, UNEMPLOYMENT INSURANCE, WORKER'S COMPENSATION, DISABILITY
INSURANCE, EMPLOYEE BENEFITS AND OTHER EMPLOYMENT-RELATED CHARGES, TAXES AND
DEDUCTIONS WITH RESPECT TO SUCH PERSONNEL.
THROUGHOUT THE TERM OF THIS
AGREEMENT, WILLIAM HAYES AND GLENN DUFFY (THE "PORTFOLIO MANAGERS") SHALL
CONTINUE TO BE EMPLOYED BY THE MANAGER.
5.3
DATA BACKUP / SYSTEM SECURITY.
THE COMPANY WILL CONTINUE TO
MAINTAIN STANDARD DATA BACK UP AND RECOVERY PROCEDURES CONSISTENT WITH ITS OWN
EXISTING INTERNAL SYSTEMS AND POLICIES IN CONNECTION WITH THE SYSTEMS USED IN
PERFORMING THE SERVICES.
THE COMPANY WILL MAINTAIN SECURITY PROCEDURES WITH
RESPECT TO THE ACCESS AND MAINTENANCE OF ANY CONFIDENTIAL INFORMATION OF THE
INVESTOR OR THE MANAGER THAT IS IN THE COMPANY'S POSSESSION IN PERFORMING THE
SERVICES, WHICH PROCEDURES SHALL BE CONSISTENT WITH THE COMPANY'S OWN EXISTING
POLICIES AND PROCEDURES.
5.4
CUTOVER.
IN THE EVENT OF THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT, WITHIN TEN (10) BUSINESS DAYS OF THE MANAGER'S REQUEST, THE COMPANY
WILL TRANSFER TO THE MANAGER (IF NOT ALREADY TRANSFERRED PURSUANT TO THE
ACQUISITION AGREEMENT) ALL BOOKS, RECORDS AND OTHER DATA AND INFORMATION
NECESSARY TO PERFORM THOSE TASKS SIMILAR OR RELATED TO THE SERVICES, AS WELL AS
ANY ANCILLARY TASKS THAT MAY ARISE IN CONNECTION WITH ANY DELIVERABLE PRODUCED
IN CONNECTION WITH THE SERVICES.
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5.5
CONFIDENTIALITY.
THE PARTIES EACH AGREE TO COMPLY WITH THE
OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION AND CONFIDENTIALITY AS SET FORTH
IN THE CONFIDENTIALITY AGREEMENT.
5.6
OWNERSHIP