Transition Assistance

Reasonably promptly after either party’s notice of termination, Provider shall assist Customer with transition to an alternate vendor or to in-house operations pursuant to Provider’s then-standard transition policies; provided (a) Provider has no good faith basis to believe that Customer is in breach of this Agreement and (b) Customer pre-pays Provider’s standard fees for such services. Provider has no obligation to provide such assistance or to retain any copies of Customer Data more than ____ days after termination of this Agreement.

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Provider shall provide Transition Assistance (as defined below) (1) starting ___ business days after either party’s notice of termination of this Agreement, or starting ____  days before termination where no notice is required, and (2) ending ____ days after termination of this Agreement, unless Customer issues written notice of an earlier end-date.

(a) “Transition Assistance” means that Provider shall: (i) provide such assistance as Customer reasonably requests related to transition of Cloud Services to an alternate vendor or to in-house operations; and (ii) furnish to Customer such copies of Customer Data as Customer may request in the following formats: ______.

(b) For Transition Assistance, Customer shall pay Provider ______________.

(c) Except as set forth in the next sentence, Provider may not refuse or delay Transition Assistance under any circumstances, including without limitation Customer’s material breach of this Agreement. Provider may withhold Transition Assistance until Customer makes advanced payment for such assistance if Customer is in material breach of this Agreement, provided Provider has not waived such breach and gives Customer written notice describing such breach in detail ___ or more business days before the start of the Transition Assistance period.

(d) Provider may not destroy Customer Data without Customer’s prior written consent until ____ days after the end of the Transition Assistance period.