Cooperation After Divestiture

If Customer divests one of its business units that receives Software or Services pursuant to this Agreement, such divested business unit (“Divested Entity”) will continue to receive Software and Services pursuant to this Agreement, through Customer, for a period of ________ (the “Continuation Period”) as set forth below in this Section __, unless Divested Entity […]

Divestiture with Assignment

If Provider divests its Responsible Division (as defined below), Provider may assign this Agreement to the divested Responsible Division (the “Divested Entity”) at any time until 30 days after closure of the divestiture transaction. Divestiture pursuant to the preceding sentence includes, without limitation, any transaction that transfers ownership of the Responsible Division to a third […]

Assignment Allowed with Change of Control

Neither party may assign this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the other’s express written consent, except that either party may assign this Agreement to the surviving entity in a merger of that party into another entity or in an acquisition of all or […]

Anti-Assignment and Termination for Change of Control

Neither party may assign this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the other’s express written consent. Any Change of Control (as defined below) will be considered an assignment pursuant to the preceding sentence (and therefore require the other party’s prior written consent). (“Change of […]

Anti-Assignment and Permitted Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the other’s express written consent. No assignment of this Agreement becomes effective unless and until the assignee agrees in writing to be bound by all the assigning party’s obligations in this Agreement. Any […]

Waiver of Juries and Class Actions

EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION COUNTERCLAIMS REGARDING SUCH DISPUTES, CLAIMS RELATED TO THE PARTIES’ NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE WAIVER IN […]

Arbitration

Any claim arising out of or related to this Agreement, including without limitation claims related to the parties’ negotiations and inducements to enter into this Agreement, shall be submitted to mandatory, binding arbitration under the auspices of ___________ (the “ADR Association”), in __________ [city], with the parties sharing equally the costs of arbitration. Arbitration will […]

Escalation and Mediation

In case of a dispute, either party may call for escalation by written notice to the other. Within __ business days of such notice, each party shall designate an executive with authority to make commitments that would resolve the dispute (a “Senior Manager”). The parties’ Senior Managers shall meet in person or by video conference […]

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 […]

Deletion of Data after Termination

Promptly after termination of this Agreement, Provider shall erase all Customer Data in Provider’s possession or control, including without limitation in the possession or control of its subcontractors, subject to Provider’s rights (if any) in Section __ (Aggregate/Anonymized Data). In erasing Customer Data as required by this Agreement, Provider shall leave no data readable, decipherable, […]