AGREES TO PROVIDE TO PROVIDER, AT
CUSTOMER'S EXPENSE, NECESSARY ACCESS TO THE MAINFRAME COMPUTER AND RELATED
INFORMATION TECHNOLOGY SYSTEMS (THE "SYSTEM") ON WHICH CUSTOMER DATA IS
PROCESSED DURING THE TIMES (THE "SERVICE HOURS") SPECIFIED IN THE PSAS, SUBJECT
TO REASONABLE DOWNTIME FOR UTILITY OUTAGES, MAINTENANCE, PERFORMANCE
DIFFICULTIES AND THE LIKE.
IN THE EVENT OF A CHANGE IN THE SERVICE HOURS,
CUSTOMER WILL PROVIDE PROVIDER WITH AT LEAST FIFTEEN (15) CALENDAR DAYS WRITTEN
NOTICE OF SUCH CHANGE.
B.
DATA INTEGRITY.
CUSTOMER WILL ENSURE THAT ALL DATA AND
INFORMATION SUBMITTED BY IT TO PROVIDER FOR PERFORMING THE SERVICES SHALL BE
ACCURATE AND COMPLETE AND FURNISHED IN A TIMELY MANNER.
C.
TRAINING.
CUSTOMER SHALL PROVIDE ALL PROVIDER EMPLOYEES WHO ARE
DEDICATED TO CUSTOMER OPERATIONS WITH TRAINING OR TRAINING MATERIALS RELATING TO
BUSINESS PROCESSES AND REGULATORY MATTERS UNIQUELY RELATED TO THE CUSTOMER
BUSINESS AND REASONABLY REQUIRED BY SUCH EMPLOYEES TO MEET THE PERFORMANCE
STANDARDS.
To the extent any non-performance or failure to meet Performance Standards by
PROVIDER is due to CUSTOMER's failure to comply with this Section 6, such
non-performance or failure shall not be considered a breach in Performance
Standards and/or a breach of this Agreement by PROVIDER.
7.
TERM.
A.
INITIAL TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE
EXECUTION DATE AND TERMINATE ON THE THIRD (3RD) ANNIVERSARY OF THE TRIGGER DATE
(THE "COMMON TERMINATION DATE").
THE PERIOD FROM THE EXECUTION DATE TO THE
COMMON TERMINATION DATE IS REFERRED TO AS THE "INITIAL TERM".
B.
LIMITATION ON TERMINATION OF MOAS; RENEWAL.
CUSTOMER MAY
TERMINATE INDIVIDUAL PSAS PRIOR TO THE COMMON TERMINATION DATE EITHER FOR CAUSE
OR FOR CONVENIENCE AS DESCRIBED THEREIN OR IN THIS AGREEMENT.
CUSTOMER,
HOWEVER, MAY NOT TERMINATE THIS AGREEMENT, OTHER THAN FOR CAUSE AS DESCRIBED IN
SECTION 8, PRIOR TO THE COMMON TERMINATION DATE, UNLESS ALL OF THE MEMBERS OF
THE GENWORTH GROUP THEN PARTY 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