PART OF THE
SERVICES IF IT WERE SATISFYING ALL ITS OBLIGATIONS AND PROVIDING THE SERVICES
AFFECTED BY THE REQUIRED ACTION IN FULL OVER THAT PERIOD.
10.4
IF THE REQUIRED ACTION IS TAKEN AS A RESULT OF AN
EVENT OF DEFAULT BY MAXIMUS, THEN FOR SO LONG AS AND TO THE EXTENT THAT THE
REQUIRED ACTION IS TAKEN, AND THIS PREVENTS MAXIMUS FROM PROVIDING ANY PART OF
THE SERVICES:
10.4.1
MAXIMUS SHALL BE RELIEVED OF ITS OBLIGATIONS TO PROVIDE
SUCH PART OF THE SERVICES AND TO MEET SERVICE LEVELS DIRECTLY RELATED TO SUCH
PART OF THE SERVICES; AND
10.4.2
IN RESPECT OF THE PERIOD IN WHICH ACCENTURE IS TAKING
REQUIRED ACTION AND PROVIDED THAT MAXIMUS PROVIDES ACCENTURE WITH REASONABLE
ASSISTANCE, THE SERVICE CHARGES DUE FROM ACCENTURE TO MAXIMUS SHALL EQUAL THE
AMOUNT MAXIMUS WOULD RECEIVE IF IT WERE SATISFYING ALL ITS OBLIGATIONS AND
PROVIDING THE SERVICES AFFECTED BY THE REQUIRED ACTION IN FULL OVER THAT PERIOD,
LESS AN AMOUNT EQUAL TO ALL ACCENTURE'S REASONABLE COSTS OF OPERATION IN TAKING
THE REQUIRED ACTION. NOTWITHSTANDING THE FOREGOING, IF ACCENTURE'S REASONABLE
COSTS EXCEED THE AMOUNT THAT MAXIMUS WOULD RECEIVE UNDER THIS SUBSECTION,
MAXIMUS SHALL INSTEAD REIMBURSE ACCENTURE BY AN AMOUNT EQUAL TO THE EXCESS LESS
ANY COSTS OR EXPENSES.
10.5
IF ANY PHYSICAL DAMAGE IS CAUSED TO MAXIMUS'S
PROPERTY AND/OR THE TECHNICAL INFRASTRUCTURE USED BY OR ON BEHALF OF MAXIMUS TO
ENABLE IT TO PERFORM ITS OBLIGATIONS UNDER THE SUBCONTRACT
18
DUE TO THE EXERCISE BY ACCENTURE
OF ITS STEP-IN RIGHTS UNDER THIS PROVISION, THEN ACCENTURE SHALL COMPENSATE
MAXIMUS FOR ANY ACTUAL LOSSES MAXIMUS INCURS, EXCEPT TO THE EXTENT THAT MAXIMUS
IS ABLE TO COLLECT UNDER ANY POLICY OF INSURANCE IN RESPECT OF THOSE LOSSES.
10.6
In the event that Accenture exercises its rights
under this Article 10, to ensure that Accenture can continue to meet its
obligations under the Prime Contract, MAXIMUS shall allow Accenture (or its
designated subcontractor or agent) to interview, make offers of employment, and
hire any employees of MAXIMUS that worked on the Project..
ARTICLE 11 - SOFTWARE AND INTELLECTUAL PROPERTY
11.1
Accenture Materials and State Materials
11.1.1
To the extent required by this Agreement, Accenture will
use reasonable efforts to provide the Accenture Materials, and will use
reasonable efforts to request that the State provide the State Materials
described in Schedule 6 of the Prime Contract to MAXIMUS to enable MAXIMUS to
provide the Services during the term of this Agreement. Accenture will use
reasonable efforts to obtain, and will use reasonable efforts to have the State
obtain, all consents necessary to permit Accenture and the State to provide the
Accenture Materials and State Materials to MAXIMUS and its subcontractors and to
permit MAXIMUS and its subcontractors to use the Accenture Materials and State
Materials as required to provide the Services, and will provide evidence of such
consents to MAXIMUS at its request. Accenture will make all payments necessary
to obtain such consents for the Accenture Materials, and will use reasonable
efforts to ensure that the State