ASPECT OF PROVIDER'S OR SUCH SUBCONTRACTOR'S PERFORMANCE OF THE
SERVICES, (II) COMPLIANCE WITH THE SECURITY PROCEDURES OR (III) ANY OTHER MATTER
RELEVANT TO THIS AGREEMENT, INCLUDING, WITHOUT
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LIMITATION, THE DETERMINATION AND CALCULATION OF ALL ELEMENTS OF BASE COST AND
ALL OTHER ELEMENTS OF THE PRICING MECHANISM DESCRIBED IN SECTION 2.0 HEREOF AND
IN EXHIBIT F.
PROVIDER SHALL REASONABLY COOPERATE WITH CUSTOMER IN THE
PERFORMANCE OF THESE AUDITS, INCLUDING INSTALLING AND OPERATING AUDIT SOFTWARE.
IF CUSTOMER REQUIRES PROVIDER TO CONDUCT ANY SPECIAL AUDIT OTHER THAN AS
PROVIDED IN THIS SECTION 5.1 AND IF THE SAME RESULTS IN ANY INCREASED COST TO
PROVIDER, PROVIDER SHALL BE ENTITLED TO PASS ON SUCH EXTRA COSTS TO CUSTOMER
THROUGH A SPECIAL INVOICE, BUT ONLY TO THE EXTENT APPROVED BY CUSTOMER IN
ADVANCE.
5.2
REPORTS AND CERTIFICATIONS.
PROVIDER SHALL
PROVIDE CUSTOMER SUCH OTHER REPORTS AND CERTIFICATIONS RELATING TO THE SERVICES
AS CUSTOMER MAY REASONABLY REQUEST, INCLUDING ALL REPORTS AND SUB-CERTIFICATIONS
NECESSARY FOR OFFICERS OF CUSTOMER TO MAKE THE CERTIFICATIONS REQUIRED UNDER THE
SARBANES-OXLEY ACT OF 2002 AND ALL RELATED RULES AND REGULATIONS AND ALL RELATED
APPLICABLE STOCK EXCHANGE LISTING REQUIREMENTS.
6.0
CUSTOMER COMMITMENTS.
6.1
SYSTEM ACCESS.
CUSTOMER 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.
6.2
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.
6.3
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 6.0, such
non-performance or failure shall not be considered a breach in Performance
Standards and/or a breach of this Agreement by PROVIDER.
7.0
TERM.
7.1
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".
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7.2
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 8.0, PRIOR TO THE COMMON TERMINATION DATE, UNLESS ALL OF
THE MEMBERS OF THE GENWORTH