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.
OBLIGATIONS ON EXPIRATION AND TERMINATION.
A.
SERVICES TRANSFER ASSISTANCE.
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.
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.
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 PROVIDER FOR SUCH
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
PROVIDER SHALL NOTIFY CUSTOMER
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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.
B.
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