AT THE SAME TIME.
(B)
WITHIN FIFTEEN (15) DAYS OF THE NOTICE TO
PROVIDER OF TERMINATION OF THE MOAS UNDER THIS SECTION 8.4, CUSTOMER SHALL
INFORM PROVIDER AS TO WHETHER IT WILL
13
EXERCISE ITS CARVE-OUT OPTION AND/OR WHETHER IT WILL REQUIRE PROVIDER TO PROVIDE
SERVICES TRANSFER ASSISTANCE FOR A PERIOD NOT EXCEEDING TWENTY-FOUR (24) MONTHS
FROM THE DATE OF SUCH NOTICE.
IF CUSTOMER FAILS TO DO SO, CUSTOMER SHALL NOT BE
ENTITLED TO EXERCISE ITS CARVE-OUT OPTION AND/OR REQUIRE PROVIDER TO PROVIDE
SERVICES TRANSFER ASSISTANCE.
8.5
TERMINATION RIGHT RELATING TO CHANGE OF
CONTROL OF CUSTOMER.
IF A CHANGE OF CONTROL OF GENWORTH OCCURS, PROVIDER SHALL,
UNLESS THE PARTIES OTHERWISE AGREE DURING A ONE HUNDRED TWENTY (120) DAY
NEGOTIATION PERIOD FOLLOWING THE CHANGE OF CONTROL, HAVE THE RIGHT TO TERMINATE
ALL, BUT NOT LESS THAN ALL, OF THE THEN-OUTSTANDING MOAS UPON THE LATER OF (A)
THE LAST DAY OF THE EIGHTEENTH (18TH) MONTH FOLLOWING THE EFFECTIVE DATE OF THE
CHANGE OF CONTROL OR (B) THE EXPIRATION OF THE INITIAL TERM, PROVIDED THAT SUCH
TERMINATION RIGHT IS EXERCISED WITHIN FIFTEEN (15) DAYS FOLLOWING THE END OF THE
ONE HUNDRED TWENTY (120) DAY NEGOTIATION PERIOD.
8.6
CONTINUED PERFORMANCE.
TERMINATION OF THIS
AGREEMENT FOR ANY REASON PROVIDED HEREIN SHALL NOT RELIEVE EITHER PARTY FROM ITS
OBLIGATION TO PERFORM ITS OBLIGATIONS HEREUNDER UP TO THE EFFECTIVE DATE OF SUCH
TERMINATION OR TO PERFORM SUCH OBLIGATIONS AS MAY SURVIVE TERMINATION.
9.0
OBLIGATIONS ON EXPIRATION AND TERMINATION.
9.1
SERVICES TRANSFER ASSISTANCE.
(A)
PROVIDER SHALL COOPERATE WITH CUSTOMER TO
ASSIST IN THE ORDERLY TRANSFER OF THE SERVICES TO CUSTOMER ITSELF OR ITS
DESIGNEE (INCLUDING ANOTHER SERVICES PROVIDER) IN CONNECTION WITH THE
EXPIRATION, NON-RENEWAL OR EARLIER TERMINATION OF THE AGREEMENT AND/OR EACH PSA
FOR ANY REASON, HOWEVER DESCRIBED, OR EXERCISE OF THE CARVE-OUT OPTION.
THE
SERVICES INCLUDE "SERVICES TRANSFER ASSISTANCE," WHICH INCLUDES PROVIDING
CUSTOMER AND ITS DESIGNEES AND THEIR AGENTS, CONTRACTORS AND CONSULTANTS, AS
NECESSARY, WITH (I) SUCH COOPERATION AND OTHER SERVICES INCIDENTAL TO THE
TRANSFER OF THE SERVICES AS THEY MAY REASONABLY REQUEST, (II) ALL OR SUCH
PORTIONS OF THE SERVICES AS CUSTOMER MAY REQUEST, AND (III) SUCH OTHER
TRANSITION SERVICES AS MAY BE PROVIDED FOR IN ANY PSA.
NEITHER THE TERM OF THE
AGREEMENT NOR THE TERM OF ANY PSA SHALL BE DEEMED TO HAVE EXPIRED OR TERMINATED
UNTIL THE SERVICES TRANSFER ASSISTANCE THEREUNDER IS COMPLETED.
(B)
UPON CUSTOMER'S REQUEST, PROVIDER SHALL
PROVIDE SERVICES TRANSFER ASSISTANCE COMMENCING UP TO ONE (1) YEAR PRIOR TO
EXPIRATION OR TERMINATION OF THE AGREEMENT OR ANY PSA AND CONTINUING FOR THE
PERIODS DESCRIBED IN THIS AGREEMENT.
PROVIDER SHALL PROVIDE THE SERVICES
TRANSFER ASSISTANCE EVEN IN THE EVENT OF CUSTOMER'S MATERIAL BREACH (OTHER THAN
AN UNCURED PAYMENT DEFAULT) OF THIS AGREEMENT OR ANY PSA.
(C)
IF ANY SERVICES TRANSFER ASSISTANCE
PROVIDED BY PROVIDER REQUIRES THE UTILIZATION OF ADDITIONAL RESOURCES THAT
PROVIDER WOULD NOT OTHERWISE USE IN THE PERFORMANCE OF THE SERVICES, BUT FOR
WHICH THERE IS A CHARGING METHODOLOGY PROVIDED FOR IN THE AGREEMENT OR SUCH
PSAS, CUSTOMER WILL PAY