and/or deliverables as a result of termination for convenience.
Upon termination of its obligations
under this Subcontract in accordance with Section 9.4.2 above, MAXIMUS shall
submit a request for payment. In no event shall any such request include any
termination costs or charges for termination for convenience that includes loss
of profits, anticipated profits or damages.
In the event of termination in whole or
in part of the Subcontract in accordance with Section 9.4.2 above, to ensure
that Accenture can continue to meet its obligations under the Prime Contract,
MAXIMUS shall allow Accenture (or its designated subcontractor or agent) to
interview, make offers of employment, and hire any employees that MAXIMUS had
hired pursuant to the terms of the Subcontract and that are affected by the
termination.
9.5
Payment for Services requested by Accenture
and provided by MAXIMUS after termination, including turnover assistance, shall
be paid as mutually agreed upon.
ARTICLE 10 - STEP-IN
10.1
IF ACCENTURE REASONABLY BELIEVES THAT IT NEEDS TO
TAKE ACTION IN CONNECTION WITH THE MAXIMUS SERVICES AND/OR DELIVERABLES BECAUSE
A SERIOUS RISK EXISTS WITH RESPECT TO MAXIMUS'S ABILITY TO REMEDY A MATERIAL
FAILURE IN ANY OF THE SERVICES OR TO PROVIDE ANY OF THE DELIVERABLES, THAT IN
ACCENTURE'S REASONABLE OPINION IS LIKELY TO RESULT IN AN EVENT OF DEFAULT BY
MAXIMUS, THEN ACCENTURE SHALL NOTIFY MAXIMUS IN WRITING OF THE FOLLOWING:
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10.1.1
THE ACTION IT WISHES TO TAKE, EITHER ITSELF OR USING A THIRD PARTY
ACTING ON ITS BEHALF;
10.1.2
THE REASON FOR SUCH ACTION;
10.1.3
THE DATE IT WISHES TO COMMENCE SUCH ACTION;
10.1.4
THE TIME PERIOD WHICH IT BELIEVES WILL BE NECESSARY FOR SUCH ACTION;
AND
10.1.5
TO THE EXTENT PRACTICABLE, THE EFFECT ON MAXIMUS AND ITS
OBLIGATION TO PROVIDE THE SERVICES DURING THE PERIOD SUCH ACTION IS BEING TAKEN
AND PROPOSALS FOR DEALING WITH THE RESUMPTION OF THE SERVICE(S) CONCERNED AT THE
END OF THAT PERIOD.
10.2
FOLLOWING SERVICE OF SUCH NOTICE, ACCENTURE SHALL
TAKE SUCH ACTION AS NOTIFIED TO MAXIMUS AND ANY CONSEQUENTIAL ADDITIONAL ACTION
AS IT REASONABLY BELIEVES IS NECESSARY (TOGETHER, THE "REQUIRED ACTION") AND
MAXIMUS SHALL GIVE ALL REASONABLE ASSISTANCE TO ACCENTURE WHILE IT IS TAKING THE
REQUIRED ACTION.
10.3
IF MAXIMUS IS NOT IN BREACH OF ITS OBLIGATIONS
UNDER THE SUBCONTRACT, THEN FOR SO LONG AS AND TO THE EXTENT THAT THE REQUIRED
ACTION IS TAKEN, AND THIS PREVENTS MAXIMUS FROM PROVIDING ANY PART OF THE
SERVICES:
10.3.1
MAXIMUS SHALL BE RELIEVED FROM ITS OBLIGATIONS TO
PROVIDE SUCH PART OF THE SERVICES AND TO MEET SERVICE LEVELS AND PERFORMANCE
STANDARDS (AND RESPONSIBILITY FOR ANY ASSOCIATED LIQUIDATED OR OTHER DAMAGES)
DIRECTLY RELATED TO SUCH PART OF THE SERVICES; AND
10.3.2
IN RESPECT OF THE PERIOD IN WHICH ACCENTURE IS TAKING
THE REQUIRED ACTION AND PROVIDED THAT MAXIMUS PROVIDES ACCENTURE WITH REASONABLE
ASSISTANCE (SUCH ASSISTANCE TO BE AT THE EXPENSE OF ACCENTURE TO THE EXTENT
ADDITIONAL COSTS ARE INCURRED), THE SERVICE CHARGES DUE FROM ACCENTURE TO
MAXIMUS SHALL EQUAL THE AMOUNT MAXIMUS WOULD RECEIVE FOR SUCH