to an MOA terminate all of
the existing MOAs at one time.
At least eighteen (18) months prior to the
Common Termination Date, PROVIDER shall propose revised terms and conditions on
which the Agreement may be renewed for an additional two (2) year period (the
"Renewal Period").
CUSTOMER and all of the Genworth Affiliates then party to an
MOA may at their sole option renew all, but not less than all, of the MOAs for
the Renewal Period, provided, that CUSTOMER, such Genworth Affiliates and
PROVIDER agree upon revised charges and other terms and conditions to be
applicable to the Services during the Renewal Period prior to the date that is
fourteen (14) months prior to the Common Termination Date (the "Notification
Date").
If the parties are unable to so agree, CUSTOMER shall inform PROVIDER
within fifteen (15) days following the Notification Date as to whether it will
exercise the Carve-Out Option (which may only be exercised with respect to all
of the then-outstanding MOAs), as described in Section 1.0 of Exhibit H and/or
require PROVIDER to provide Services Transfer Assistance.
If CUSTOMER, such
Genworth Affiliates and PROVIDER fail to agree upon the terms for renewal of the
MOAs, or if CUSTOMER fails to provide PROVIDER the notice described above, all
of the MOAs will automatically terminate on the Common Termination Date and
CUSTOMER shall not be entitled to exercise its Carve-Out Option or require
PROVIDER to provide Services Transfer Assistance.
8.0
TERMINATION.
8.1
Termination for Cause by CUSTOMER.
CUSTOMER shall have the right at any time to terminate any PSA in whole or in
part with respect to the affected Services, effective immediately and without
prejudice to any other legal rights to which CUSTOMER may be entitled, upon the
occurrence of the following events:
(A)
PROVIDER BECOMES SUBJECT TO ANY
VOLUNTARY OR INVOLUNTARY ORDER OF ANY GOVERNMENTAL AGENCY PROHIBITING OR
MATERIALLY IMPAIRING THE PERFORMANCE OF ANY OF THE SERVICES;
(B)
IF SUCH SERVICES ARE INADEQUATE,
UNSATISFACTORY OR SUBSTANTIALLY NOT IN CONFORMANCE WITH THE PERFORMANCE
STANDARDS OR IF PROVIDER'S REPRESENTATIONS AND WARRANTIES ARE MATERIALLY
INACCURATE AND, UPON RECEIPT OF NOTICE THEREOF FROM CUSTOMER, PROVIDER (I) DOES
NOT IMMEDIATELY UNDERTAKE ACTION IN GOOD FAITH TO CURE SUCH DEFAULT, AND (II)
DOES NOT PROVIDE TO CUSTOMER A PRELIMINARY ANALYSIS OF THE ROOT CAUSE OF SUCH
DEFAULT AND AN INITIAL PLAN TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS OF SUCH
NOTICE, AND (III) HAS NOT AGREED WITH CUSTOMER ON A DEFINITIVE PLAN TO CURE SUCH
DEFAULT ACCEPTABLE TO CUSTOMER WITHIN THIRTY (30) DAYS 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 DEFAULT;
(C)
IF PROVIDER OR CUSTOMER, DUE TO THE
ACTIONS OF PROVIDER, IS ADMINISTRATIVELY CITED BY ANY GOVERNMENTAL AGENCY FOR
MATERIALLY VIOLATING, OR IS JUDICIALLY FOUND TO HAVE MATERIALLY VIOLATED, ANY
LAW GOVERNING THE PERFORMANCE OF THE SERVICES;
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(D)
IF