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 declines in writing. Divestiture pursuant to the preceding sentence includes without limitation any transaction that transfers ownership of the business unit to a third party or establishes the business unit as an independent entity. During the Continuation Period, Customer may sublicense and otherwise confer its rights related to the Software and Services to Divested Entity, including without limitation its rights to acquire new Software and Services pursuant to Section __ (Future Orders). Customer will be responsible and liable for Divested Entity’s acts and omissions related to this Agreement. For the avoidance of doubt: (a) Software and Services provided collectively to Customer and Divested Entity will not exceed the copies and Seats authorized pursuant to this Agreement unless Provider accepts additional orders pursuant to Section __; and (b) Divested Entity is not and will not become a party to this Agreement pursuant to this Section __ and will have no rights to enforce this Agreement, as a third party beneficiary or otherwise.
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If Customer divests one of its business units receiving Services pursuant to this Agreement, and such divested unit (“Divested Entity”) requests continuation of such Services within __ days of divestiture, Provider shall promptly enter into a contract (the “New Contract”) with such divested business unit (“Divested Entity”) that is functionally identical to this Agreement, with a term that ends no sooner than ____. Provider agrees that: (a) the New Contract will call for the products and services provided to Customer for use by such business unit before divestiture (the “Original Services”), at the prices set forth in this Agreement; and (b) on the effective date of the New Contract, Customer’s rights and obligations related to the Original Services will cease. Divestiture pursuant to this Section __ includes without limitation any transaction that transfers ownership of the business unit to a third party or establishes the business unit as an independent entity.