to provide
Termination Assistance Services pursuant to the Agreement, its obligation
regarding continued performance in accordance with Section 19.2, its obligations
regarding the confidentiality of Idearc Confidential Information in accordance
with Article XII, or its obligation to provide access to computers or files
containing Idearc Data in accordance with Article XII, Idearc shall be
irreparably harmed for which monetary damages would be difficult/impossible to
ascertain or an inadequate remedy and that Idearc, therefore, shall be entitled,
in addition to any other rights and remedies it may have at law or in equity, to
seek injunctive relief enjoining and restraining Provider from doing or
continuing to do any such act and any other violations or threatened violations
of such obligations.
18.13.
TERMINATION ASSISTANCE.
(A)
COMMENCEMENT; DURATION; RECIPIENTS.
COMMENCING (I) AT LEAST SIX MONTHS PRIOR TO THE EXPIRATION OF THE AGREEMENT (OR
ON SUCH EARLIER DATE AS IDEARC MAY REQUEST) OR (II) UPON DELIVERY OF ANY NOTICE
OF TERMINATION OF THE AGREEMENT WITH RESPECT TO ALL OR ANY PART OF THE SERVICES,
AND, IN EACH CASE, CONTINUING FOR UP TO 12 MONTHS FOLLOWING THE EFFECTIVE DATE
OF SUCH EXPIRATION OR TERMINATION, PROVIDER SHALL PROVIDE IDEARC WITH THE
TERMINATION ASSISTANCE SERVICES DESCRIBED IN THIS SECTION 18.13 AND SCHEDULE
18.13 (THE "TERMINATION ASSISTANCE SCHEDULE").
AT IDEARC'S REQUEST, PROVIDER
ALSO SHALL PROVIDE TERMINATION ASSISTANCE SERVICES DIRECTLY TO AN IDEARC GROUP
MEMBER, ANY OTHER ENTITY OR INDIVIDUAL RECEIVING SERVICES UNDER THE AGREEMENT,
OR AN ENTITY OR INDIVIDUAL ACQUIRING CONTROL OF AN IDEARC GROUP MEMBER.
PROVIDER SHALL PROVIDE TERMINATION ASSISTANCE REGARDLESS OF THE REASON FOR THE
EXPIRATION OR TERMINATION; PROVIDED, HOWEVER, THAT IF ANY TRANSACTION DOCUMENT
HAS BEEN TERMINATED BY PROVIDER PURSUANT TO SECTION 18.2, THEN IDEARC SHALL PAY
PROVIDER (X) ALL UNDISPUTED AMOUNTS THEN DUE AND PAYABLE AND (Y) MONTHLY, IN
ADVANCE, FOR TERMINATION ASSISTANCE SERVICES.
(B)
PERFORMANCE.
PROVIDER SHALL PROVIDE ALL
TERMINATION ASSISTANCE SERVICES SUBJECT TO AND IN ACCORDANCE WITH THE
AGREEMENT.
PROVIDER SHALL PERFORM THE TERMINATION ASSISTANCE SERVICES WITH AT
LEAST THE SAME DEGREE OF ACCURACY, QUALITY, COMPLETENESS, TIMELINESS,
RESPONSIVENESS AND RESOURCE EFFICIENCY AS IT PROVIDED AND WAS REQUIRED TO
PROVIDE THE SAME OR SIMILAR SERVICES DURING THE TERM.
PROVIDER SHALL TAKE SUCH
ACTION SUCH THAT THE QUALITY AND LEVEL OF PERFORMANCE OF THE SERVICES PROVIDED
BY PROVIDER CONCURRENTLY WITH ITS PROVISION OF TERMINATION ASSISTANCE SERVICES
OR FOLLOWING PROVIDER'S RECEIPT OF A NOTICE OF TERMINATION OR NON-RENEWAL SHALL
CONTINUE TO MEET OR EXCEED THE SERVICE LEVELS AND SHALL NOT BE DEGRADED OR
DEFICIENT IN ANY RESPECT.
TO THE EXTENT PROVIDER REMAINS RESPONSIBLE FOR THE
PROVISION OF SERVICES UNDER AN ENTIRE TRANSACTION DOCUMENT DURING THE
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TERMINATION ASSISTANCE PERIOD, SERVICE LEVELS AND RELATED PERFORMANCE CREDITS
ASSOCIATED WITH THE SERVICES PROVIDER IS THEN PROVIDING WILL STILL APPLY TO SUCH
TRANSACTION DOCUMENT DURING THE TERMINATION ASSISTANCE PERIOD.
FURTHER. THE
PROVISIONS RELATING TO PRINT ANOMALY CREDITS AND PUBLISHED ERROR CREDITS AS SET
FORTH IN SCHEDULE 5.1 WILL CONTINUE TO APPLY WITH RESPECT TO PROVIDER'S
PERFORMANCE OF THE SERVICES DURING THE TERMINATION ASSISTANCE PERIOD.
(C)
PAYMENT.
EXCEPT AS