Customer shall reasonably cooperate with Provider’s performance of the Professional Services, including without limitation by providing the following: _____________. Customer recognizes and agrees that performance of Professional Services is contingent upon (a) Customer’s cooperation and (b) the Assumptions in Section __ (Customer Environment). Provider is not liable or responsible for any delay or failure resulting from Customer’s material failure to cooperate or the material failure of such Assumptions.

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If Customers’ failure to meet any of its deadlines in this Statement of Work delays any Milestone by ___ days, Customer shall pay the fee associated with such Milestone promptly after Provider’s written notice citing this Section __. If such Customer failure delays any Milestone by more than ____ [higher number] days, Provider may terminate this Agreement for cause on 5 business days’ written notice, and Customer shall pay the early termination fee in Section __ (Early Termination Fees). Such termination right expires upon the delayed Milestone in question if Provider has not by then issued notice of termination. This Section __ does not limit Provider’s rights or remedies for breach of contract.

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If Provider fails to achieve more than __ Milestones by their due-dates, other than as a result of Customer’s failure to cooperate, Customer may terminate this Agreement for cause, provided Customer exercises such right within 30 days of the last such missed Milestone. This Section __ does not limit Customer’s rights or remedies for breach of contract.