USAGE AT THE THEN-CURRENT APPLICABLE
CHARGES AND IN THE MANNER SET FORTH IN THE AGREEMENT AND/OR APPLICABLE PSAS.
IF
THE SERVICES TRANSFER ASSISTANCE REQUIRES PROVIDER TO INCUR COSTS THAT PROVIDER
WOULD NOT OTHERWISE INCUR IN THE PERFORMANCE OF THE SERVICES UNDER THE AGREEMENT
AND APPLICABLE PSAS, THEN
14
PROVIDER SHALL NOTIFY CUSTOMER OF THE IDENTITY AND SCOPE OF THE ACTIVITIES
REQUIRING THAT PROVIDER INCUR SUCH COSTS AND THE PROJECTED AMOUNT OF THE CHARGES
THAT WILL BE PAYABLE BY CUSTOMER FOR THE PERFORMANCE OF SUCH ASSISTANCE.
UPON
CUSTOMER'S PRIOR AUTHORIZATION, PROVIDER SHALL PERFORM THE ASSISTANCE AND
INVOICE CUSTOMER FOR SUCH CHARGES.
CUSTOMER SHALL BEAR ALL COSTS AGREED IN
ADVANCE BETWEEN THE PARTIES AND INCURRED BY PROVIDER ON ACCOUNT OF
TRANSITION/MIGRATION OF SERVICES/PROCESSES FROM PROVIDER TO CUSTOMER OR ITS
DESIGNEE.
9.2
Carve-Out Option.
At any time during
the term of this Agreement and prior to the Volume Reduction Date, PROVIDER
agrees that CUSTOMER or its designee shall have the right, upon the occurrence
of any one of the Carve-Out Conditions and to the extent permissible under (i)
applicable law or (ii) any existing contractual obligation of PROVIDER, to
require PROVIDER to transfer to CUSTOMER the Carve-Out Resources used by
PROVIDER to provide or support the provision of the Services as described in
Exhibit H hereof (the "Carve-Out Option").
10.0
ASSIGNMENT AND SUBCONTRACTING.
10.1
PROVIDER Assignment.
Without the prior written
consent of CUSTOMER, PROVIDER shall not voluntarily, involuntarily or by
operation of law, assign or otherwise transfer this Agreement, any related PSA
or any of PROVIDER's rights hereunder or thereunder, except as permitted under
Section 1.6 hereof.
Any assignment or transfer without CUSTOMER's written
consent, except as permitted under Section 1.6 hereof, shall be null and void
and at the option of CUSTOMER shall constitute a material breach of this
Agreement.
Notwithstanding anything to the contrary above, PROVIDER shall have
the right to assign this Agreement or any PSA, in whole or in part, to any
Affiliate of PROVIDER upon thirty (30) days prior written notice to CUSTOMER and
subject to receipt by CUSTOMER of all regulatory approvals.
Following any such
assignment to an Affiliate of PROVIDER, PROVIDER shall remain liable for the
performance of all of PROVIDER's obligations under this Agreement and each PSA.
This Agreement and all of the terms and provisions hereof will be binding upon,
and will inure to the benefit of PROVIDER's successors and permitted assigns.
10.2
Subcontracting.
PROVIDER shall not enter into
subcontracts for the performance of the Services without the prior written
consent of CUSTOMER.
In the event a subcontract is proposed by PROVIDER,
PROVIDER shall furnish such information as reasonably requested by CUSTOMER to
enable CUSTOMER to ascertain to its satisfaction that such proposed
subcontractor of PROVIDER is able to meet CUSTOMER's quality standards and
comply with the terms and conditions of this Agreement.
Notwithstanding
CUSTOMER's consent to any subcontract, PROVIDER shall remain liable for the
performance of all of PROVIDER's obligations under this Agreement and each PSA.
CUSTOMER shall not be obligated to