Ex. 1.4.docx

Exhibit 1.4 (General Provisions) Solicitation No. 5400026039

SCEIS Modernization

Exhibit 1.4 General Provisions

Solicitation No. 5400026039

Table of Contents

Introduction Provision, Performance, and Management by the Service Provider Service Provider shall deploy, provide, perform, and manage the Services for Admin in accordance with the SOW and this Contract.

The Service Provider has carefully reviewed Admin’s requirements, has performed all due diligence it deems necessary, has received all information requested and required of Admin, and desires to deploy, perform, and manage such services for Admin. If Service Provider later discovers such due diligence was insufficient or lacking in certain information, Service Provider shall assume any associated costs or expenses.

Service Provider's Experience and Qualifications Service Provider represents and warrants that it is an established provider of the Services (as defined in Section 2.1 Overview) as awarded under this Contract and has the skills, qualifications, expertise, financial resources and experience necessary to provide the Services (including the plans, reports, and other deliverables) described in this Contract.

Other Terms The terms defined in this Contract include the plural as well as the singular and the derivatives of such terms. Unless otherwise expressly stated, the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Contract as a whole and not to any particular Article, Section, Subsection, Exhibit, Attachment, or other subdivision. Article, Section, Subsection, Exhibit and Attachment references refer to articles, sections and subsections of, and exhibits and attachments to, this Contract. The words "include" and "including" shall not be construed as terms of limitation. Unless otherwise modified, the words "day," "month", and "year" mean, respectively, calendar day, calendar month and calendar year. As stated in Article 13 General, the words "notice" and "notification" and their derivatives mean notice or notification in writing. References in this Contract to any Law shall be to such Law in changed or amended form or to a newly adopted Law replacing a prior Law. All references to this Contract shall include the Attachments and Exhibits to this Contract unless otherwise provided. Other terms used in this Contract are defined in the context in which they are used and have the meanings there indicated.

Definitions Except as otherwise expressly provided in this Contract, all capitalized terms used in this Contract shall have the meanings ascribed to them in Exhibit 1.1 (Definitions). Capitalized terms used in this Contract but not defined in Exhibit 1.1 (Definitions) shall have the meanings ascribed to them in ITIL. Words having well-known technical or trade meanings, but not otherwise defined in Exhibit 1.1 (Definitions), ITIL, or TOGAF shall be accorded such meaning unless expressly defined otherwise herein. Terms or phrases that are not capitalized are to be given their usual meaning.

Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement Laws of the State. Admin issued the RFP for the Services. Service Provider provided the Response and after an evaluation and a determination by Admin that Service Provider was invited into negotiations, Admin and Service Provider engaged in extensive negotiations, discussions and due diligence that culminated in the formation of the contractual relationship described in this Contract.

Services Overview Services Commencing on the Commencement Date, the Service Provider shall provide the Services to Admin, and, upon Admin's request, to Authorized Users. The Services shall consist of any or all of the following, as they may evolve during the Term or be supplemented, enhanced, modified or replaced, in each case in accordance with and within the scope of this Contract:

1. The Services, functions and responsibilities described in this Contract and its Attachments and Exhibits.

2. The Transition Services, as further described in Section 2.2 Transition Services and the approved Transition Plan as described in Exhibit 3.1 (Service Level and Deliverable Matrix).

3. The Services, functions and responsibilities described in Exhibit 1.0 (Operating Model), Exhibit 2.0 (Service Model), Exhibit 3.0 (Performance Model), Exhibit 4.0 (Business Model), and all attached Exhibits.

4. Any New Services, upon Admin’s authorization of such New Services in accordance with the terms of this Contract.

5. Termination Assistance Services, as further described in Section 2.3 Termination Assistance Services.

Included Services If any Services, functions, or responsibilities not specifically described in this Contract are an inherent, necessary, or customary part of the Services or are required for proper performance or provision of the Services in accordance with this Contract, such Services, functions, or responsibilities are deemed to be included within the scope of the Services to be delivered for the Charges, as if such Services, functions, or responsibilities were specifically described in this Contract.

Pre-Commencement Services Admin and Service Provider may agree that performance of certain Services by Service Provider prior to the Commencement Date is necessary to avoid adverse impact on activities, operations, facilities, processes, or systems of Admin. In such event, the Parties shall mutually agree to the scope of Services, roles and responsibilities of the Parties, deliverables and deliverable acceptance criteria associated with the Services, charges, and the timeframe for performance of the Services. Service Provider shall invoice Admin after the Commencement Date for any Services provided prior to the Commencement Date.

Service Notices Notification of Problems Service Provider shall provide to Admin written notice of any acts or omissions (whether by Admin, an Admin Service Provider, Admin Contractor, Service Provider, or any third party), any failure to perform any of each such party's obligations under the Contract and any other events that may affect Service Provider 's performance of Service Provider 's obligations under the Contract. Service Provider shall provide such written notice promptly after Service Provider first knew or should have known of such acts, omissions, or failures or other events. Such written notice shall describe in reasonable detail such acts, omissions, failures, or other events and the manner in which the foregoing may affect Service Provider 's performance.

Notification of Defaults Admin and Service Provider shall promptly inform the other Party in writing of any breach of, misuse, or fraud in connection with any Third-Party Contract, Equipment Lease, or Third-Party Materials license used in connection with the Services of which it becomes aware and shall cooperate with the other Party to prevent or stay any such breach, misuse, or fraud.

Notice of Adverse Impact If Service Provider becomes aware of any failure of Service Provider to comply with its obligations under this Contract or any other situation (i) that has impacted or reasonably could impact the maintenance of Admin’s financial integrity or internal controls, the accuracy of Admin's financial, accounting or other records and reports, or compliance with Admin Rules, Admin Standards or applicable Laws, or (ii) that has had or reasonably could have any other material adverse impact on the Services in question or the impacted operations of Admin, then, Service Provider shall immediately inform the Admin in writing of such situation and the impact or expected impact and Service Provider and Admin shall meet to formulate an action plan to minimize or eliminate the impact of such situation.

Corrective Action Plan In the event that either (i) Admin reasonably determines that Service Provider has failed or is reasonably likely to fail to deliver the Services, or (ii) Service Provider has determined that it has failed or is reasonably likely to fail to deliver the Services, then Admin or Service Provider, as applicable, shall:

1. Promptly (but not more than two (2) Business Days from the time in which such Party first becomes aware of any such situation) notify the other Party of such failure or anticipated failure (a “change”).

2. Within five (5) Business Days following Service Provider’s receipt or delivery of a CAP Notice, Service Provider shall:

a. Perform a Root Cause Analysis (“RCA”) and identify the problems causing the failure.

b. Report to Admin on the nature and scope of the problems identified.

c. Prepare a Corrective Action Plan to correct the problems as soon as practicable, including an estimated timeline therefore.

d. Following delivery of a Corrective Action Plan and Acceptance of such Corrective Action Plan by Admin, and within the timeline set forth in the Corrective Action Plan, correct the problems in accordance with the Corrective Action Plan, advise Admin of the progress of correction efforts at stages determined by Admin, and demonstrate to Admin that all reasonable action has been taken to prevent a recurrence of the failure.

Additional Remedies In the event that Service Provider fails to identify and resolve any problems within its control that may impede or delay the timely delivery of the Services, without prejudice to Admin’s other rights and remedies under the Contract or at law or equity, Service Provider shall immediately provide, at its sole cost and expense, all such additional resources as are necessary to identify and resolve any such problems that may impede or delay the delivery of the Services. In addition, without prejudice to Admin’s other rights and remedies under the Contract or at law or equity, Admin may equitably reduce the Charges in an amount reasonably estimated by Admin to account for the Services that Admin is not receiving or did not receive.

Transition Services Transition The Service Provider shall perform the Transition Services, including provision of the Deliverables described in the Transition Plan and associated migration projects. Unless otherwise agreed, Admin shall not incur any charges, fees, or expenses payable to Service Provider or any third party engaged by the Service Provider in connection with the Transition Services, other than those charges, fees, and expenses specified in Exhibit 4.0 (Business Model).

Transition Plan The preliminary Transition Plan is incorporated by reference to the Service Provider’s preliminary Response. The Service Provider shall complete, and submit to Admin for review, a final Transition Plan on or before the date set forth in Exhibit 3.1 (Service Level and Deliverable Matrix). Admin will review the submitted Transition Plan according to the procedures and criteria set forth in Exhibit 2.1 (SCEIS Modernization Services Statement of Work) and Exhibit 3.1 (Service Level and Deliverable Matrix). If a Transition Plan submitted by the Service Provider is not acceptable to Admin, Service Provider shall address and resolve any questions or concerns Admin may have and promptly incorporate any modifications, additions, or deletions requested by Admin. The Service Provider shall revise and resubmit the Transition Plan until Accepted by Admin. Upon Admin's Acceptance, the Transition Plan shall automatically be incorporated into this Contract by reference and shall supersede and replace all prior Transition Plans.

Performance The Service Provider shall:

1. Perform the Transition Services in accordance with the timetable set forth in the Transition Plan.

2. Assist Admin in connection with the Admin’s evaluation or testing of the deliverables set forth in the Transition Plan.

3. Except as otherwise expressly stipulated in the Transition Plan (which will appropriately acknowledge that some element of disruption may be inevitable as in any such transition, but shall in all events be minimized), perform the Transition Services in a manner that shall not:

a. Disrupt nor have an unnecessary adverse impact on the activities or operations of the Admin.

b. Degrade the Services then being received by the Admin.

c. Disrupt nor interfere with the ability of the Admin to obtain the full benefit of the Services.

4. Without limiting its obligations or responsibilities, prior to undertaking any transition activity, discuss with the Admin all known Admin-specific material risks and shall not proceed with such activity until the Admin is reasonably satisfied with the plans with regard to such risks (provided that, neither Service Provider's disclosure of any such risks to the Admin, nor the Admin's acquiescence in Service Provider’s plans, shall operate or be construed as limiting Service Provider’s responsibility under this Contract).

Notification of Problems Service Provider shall provide to the Admin written notice of any acts or omissions (whether by Admin, a Service Component Provider, Admin Contractor, Service Provider or any third party), any failure to perform any of each such party's obligations under the Contract and any other events that may affect Service Provider’s performance of the Transition Services. Service Provider shall provide such written notice within thirty (30) days after Service Provider first knew or should have known of such acts, omissions, or failures or other events. Such written notice shall describe in reasonable detail such acts, omissions, failures or other events and the manner in which the foregoing may affect Service Provider’s performance.

Remedies for Transition Failures

1. In the event that Service Provider fails to identify and resolve any problems that may impede or delay the timely completion of each task in the Transition Plan, without prejudice to the Admin's other rights and remedies under the Contract or at law or equity:

a. Service Provider shall provide, at its sole cost and expense, all such additional resources as are necessary to identify and resolve any problems that may impede or delay the timely completion of each task in the Transition Plan.

b. Admin may equitably reduce the Charges set forth in Exhibit 4.0 (Business Model) in an amount reasonably estimated by the Admin to account for the Services that the Admin is not receiving or did not receive.

2. Service Provider represents and warrants to the Admin that, as of the Commencement Date, it is ready to commence performing the Services in accordance with the terms of this Contract, including with respect to pricing, applicable Service Levels and other performance obligations. In the event that such representation and warranty is not true and correct, Service Provider shall reimburse the Admin for any costs or expenses incurred by the Admin as a result of the failure of such representation and warranty to be true and correct. In the event that Service Provider is required to perform any Transition activities following the Effective Date, Service Provider shall complete such activities at its own cost and expense and in such a manner so as to not materially disrupt or cause any material adverse impact on the Admin's operations or activities.

Termination Assistance Services General Upon Admin's request, Service Provider shall provide Termination Assistance Services directly to Admin, its successors, or assignees and any of their designee(s).

Period of Provision Service Provider shall provide Termination Assistance Services commencing on the date a determination is made by Admin that there shall be an Assistance Event, which date may be up to twenty-four (24) months prior to effective date of such Assistance Event or on such earlier date as Admin may request, and continuing for up to three (3) months after the effective date of such Assistance Event, as designated by Admin, subject to such further extensions as permitted in Section 2.4 Use of Third Parties.

Notice of an Assistance Event Admin will provide Service Provider with written notice of an Assistance Event. Such notice will include a description of the Services that are to be terminated or discontinued and the anticipated effective date of the Assistance Event. Admin may modify or update any of the information provided in the initial notice of an Assistance Event from time to time by a supplemental notice from Admin to Service Provider.

Extension of Termination Assistance Services Admin may elect to end the period for performance of Termination Assistance Services (in whole or in part), in its sole discretion, and restart the period for performance of Termination Assistance Services provided that the total of all such delays shall not result in Termination Assistance Services being performed for no more than a total of twenty-seven (27) months without Service Provider’s consent.

Firm Commitment Service Provider shall:

1. Provide Termination Assistance Services regardless of the reason for the Assistance Event (including a termination for cause by Service Provider).

2. Maintain capability on at least thirty (30) days’ notice at all times during the Term to deploy all necessary resources to perform any Termination Assistance Services.

Performance Service Provider shall provide all Termination Assistance Services subject to and in accordance with the terms and conditions of this Contract. Service Provider shall perform Termination Assistance Services with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness, and resource efficiency as it is or was required to provide the same or similar Services in accordance with this Contract. The quality and level of performance of Termination Assistance Services provided by Service Provider shall continue to meet or exceed the Service Levels and shall not be degraded or deficient in any respect. Service Level Credits shall be assessed for any failure to meet Service Levels during any period in which Termination Assistance Services are provided. If any period for performing any Termination Assistance Services extends beyond the expiration or the effective date of any termination of this Contract, the provisions of this Contract shall remain in full effect for the duration of such period.

Scope As part of the Termination Assistance Services, Service Provider shall:

1. Timely transfer the control and responsibility for Services previously performed by or for Service Provider to Admin and/or their designee(s).

2. Upon Admin request, execute any documents reasonably necessary to affect such transfers.

3. Provide any and all information and assistance requested by Admin required for the following:

a. Systems and processes associated with the Services to operate and be maintained and enhanced efficiently.

b. Services to continue without interruption or adverse effect.

c. The orderly transfer of the Services (or replacement or supplemental services) to Admin and/or their designee(s).

General Support

1. Prior to the Termination Assistance event, Service Provider shall:

a. Assist Admin and/or their designee(s) in developing a written plan for the migration of the Services to Admin and/or their designee(s), which plan shall include (as requested by Admin) capacity planning, process planning, facilities planning, human resources planning, technology planning, telecommunications planning, and other planning necessary to affect the transition.

b. Perform programming and consulting services as requested to assist solely in implementing the transition plan.

c. Train personnel designated by Admin and/or their designee(s) in the use of any processes or associated Equipment, Materials, Systems, or tools used in connection with the provision of the Services as needed for such personnel to assume responsibility for performance of the Services.

d. Provide a catalog of all processes, Materials, Admin Data, Equipment, Third Party Contracts, automation scripts, and tools used to provide the Services.

e. Provide machine readable and printed listings and associated documentation for source code for Software owned by Admin and source code to which Admin is entitled under this Contract and assist in its re-configuration.

f. Provide technical documentation for Software used by Service Provider to provide the Services as needed for continuing performance of the Services.

g. Analyze and report on the space required for the Admin Data and the Software needed to provide the Services.

h. Assist in the execution of data migration and testing process until the successful completion of the transition to Admin and/or their designee(s).

i. Create and provide copies of the Admin Data in the format and on the media reasonably requested by Admin and/or their designee(s).

j. Provide a complete and up-to-date, electronic copy of the Service Management Manual (SMM) in the format and on the media reasonably requested by Admin and/or their designee(s).

k. Provide other technical and process assistance, documentation, and information as requested by Admin and/or their designee(s).

2. After the Assistance Event and during the Termination Assistance Period, Service Provider shall answer any questions that may arise concerning the Services previously performed by the Service Provider. Admin may request Service Provider to provide certain discontinued Services after the Assistance Event; however, such Termination Assistance Services may include a charge as described in Exhibit 4.0 (Business Model).

Certain Materials Service Provider shall provide source code and artifacts (e.g., documentation, use cases, test scripts, design models, activity diagrams and systems configuration) which Service Provider has in its possession, or Service Provider Agents have in their possession, for:

1. Any modification or enhancement made hereunder by Service Provider to Admin Software.

2. Any Software developed pursuant to this Contract which Admin owns or with respect to which Admin is otherwise entitled to source code.

3. As otherwise provided in an applicable Statement of Work, provided that Service Provider shall provide such source code and artifacts upon the following:

a. Any request from Admin during the Term and any Termination Assistance period.

b. Termination or expiration of this Contract or the applicable Statement of Work.

Right to Acquire Admin and/or their designee(s) shall have the right (but not the obligation) to purchase any or all Software as a Service (SaaS) type systems and on-premise software licenses that are owned by Service Provider and implicated by the relevant Assistance Event subject to the requirements set forth in this Contract.

Personnel List of Service Provider Personnel Service Provider shall promptly provide to Admin a list, organized by location, of the Service Provider Personnel assigned to the performance of the Services that are implicated by each Assistance Event. Such list shall, subject to applicable Laws, specify each such Service Provider Personnel's name, job title, compensation package, leave status, years of service and job responsibilities. Admin agrees not to disseminate the personally identifiable information contained in such list without Service Provider’s consent. Service Provider shall not terminate, reassign or otherwise remove from the performance of the Services any such dedicated Service Provider Personnel until after the end of the applicable Termination Assistance Services period.

Right to Hire

1. Admin and/or their designee(s) shall be permitted, without interference (including through counteroffers) from Service Provider (subject to Section 2.3.6.3 Subcontractor Employees below), to meet with, solicit and hire, effective after the later of the following:

a. The date of Admin's notice of an Assistance Event.

b. The completion of the Termination Assistance Services requiring such Service Provider Personnel, any Service Provider Personnel substantially dedicated to the performance of the Services during the twelve (12) month period prior to the date of Admin's notice of an Assistance Event who are implicated by that Assistance Event.

2. Service Provider hereby waives its rights, if any, under contracts with such Service Provider Personnel restricting the ability of such Service Provider Personnel to be recruited or hired by Admin and/or their designee(s) (including waiving any right to restrict such personnel via non-compete agreements or other contractual means).

3. Service Provider shall provide Admin and/or their designee(s) with reasonable assistance in their efforts to meet with, solicit and hire such Service Provider Personnel, and shall give Admin and/or their designee(s) reasonable access to such Service Provider Personnel for interviews, evaluations, and recruitment.

4. Admin shall endeavor and shall cause their designee(s) to endeavor, to conduct the above-described activities in a manner that is not unnecessarily disruptive of Service Provider’s performance of its obligations under this Contract.

Subcontractor Employees With respect to Subcontractors, Service Provider shall:

1. Obtain for Admin and their designee(s) the rights specified in Section 2.3.6.2 Right to Hire.

2. Ensure that such rights are not subject to subsequent Subcontractor approval or the payment of any fees, charges, or other amounts.

3. If Service Provider is unable to obtain any such rights with respect to a Subcontractor, notify Admin in advance and shall not subcontract any Services to such Subcontractor without Admin's prior approval (and absent such approval, Service Provider’s use of any such Subcontractor shall obligate Service Provider to obtain or arrange, at no additional cost to Admin, the rights specified in Section 2.3.6.2 Right to Hire, for Admin and their designee(s)).

Materials Admin shall have the rights and licenses set forth in Article 10 Materials in respect of Service Provider owned Materials and Third-Party Materials.

Equipment List of Equipment Service Provider shall promptly provide to Admin a list, organized by location, of the Equipment that is implicated by each Assistance Event. Such list shall specify information reasonably requested by Admin, including all fields tracked by Service Provider in any asset management system used by Service Provider for tracking and managing Equipment, such Equipment's function, manufacturer, model number, age, and other pertinent information.

Right to Acquire

1. Admin and/or their designee(s) shall have the right (but not the obligation) to purchase or subject to Article 4 Facilities, Materials, Equipment, and Contracts, assume the lease for any or all Equipment that is owned or leased by Service Provider and that is implicated by the relevant Assistance Event.

2. Subject to Article 4 Facilities, Materials, Equipment, and Contracts, such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment.

3. Service Provider shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program.

4. In the case of Service Provider-owned Equipment (including Equipment owned by Service Provider Affiliates and Subcontractors and further including any such Equipment leased to Service Provider), Service Provider (or such Affiliate or Subcontractor) shall grant to Admin and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests, and other encumbrances.

5. Such conveyance by Service Provider (or Affiliate or Subcontractor) to Admin and/or their designee(s) shall be at fair market value (as shall be determined by an agreed-upon appraisal); provided, however, in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to Admin provided in Exhibit 4.0 (Business Model), such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge Admin therefor.

6. At Admin's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase.

7. In the case of leased Equipment, Service Provider shall:

a. Represent and warrant that the lease is not in default.

b. Represent and warrant that all payments thereunder have been made through the date of transfer.

c. Notify Admin and/or their designee(s) of any lessor defaults of which it is aware at the time.

Admin Facilities, Equipment, and Materials Service Provider shall vacate the Admin Facilities and return to Admin, if not previously returned, any resources that are implicated by the relevant Assistance Event and that are owned, leased or licensed by Admin, or any Admin Contractor, including Admin owned or leased Equipment, Admin Owned Materials and Admin licensed Materials, in condition at least as good as the condition of such facilities and resources when they were made available to Service Provider, ordinary wear and tear excepted. Such facilities and resources shall be vacated and/or returned as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such facilities or resources.

Third-Party Contracts Service Provider shall:

1. Promptly, but no less than thirty (30) days from Admin's issuance of notice of an Assistance Event, provide to Admin a list of the Third-Party Contracts that are implicated by the relevant Assistance Event.

2. Except for the Third-Party Contracts specified on Exhibit 4.1 (Pricing Structure), subject to Article 4 Facilities, Materials, Equipment, and Contracts, at Admin's request, cause the counterparties to such Third-Party Contracts to permit Admin and/or their designee(s) to assume prospectively any or all such Third-Party Contracts or to enter into new contracts with Admin and/or their designees on substantially the same terms and conditions, including price.

3. Transfer or assign those Third-Party Contracts that Admin elects to assume prospectively to Admin and/or their designee(s) as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Third-Party Contracts. Such transfers or assignments shall be on terms and conditions acceptable to all applicable parties, provided that:

a. There shall be no fee, charge or other amount imposed on Admin and/or their designee(s) by Service Provider or the counterparties to such Third-Party Contracts for such transfer or assignment.

b. Service Provider shall:

i. Promptly cure and, in accordance with Attachment I.4 (Negotiated Terms and Conditions), Indemnification – Third-Party Claims – General, indemnify Admin against any default under such Third-Party Contracts relating to the period prior to such transfer or assignment.

ii. Represent and warrant that all payments thereunder through the date of transfer or assignment are current.

iii. Notify Admin and/or their designee(s) of any counterparty's default with respect to such Third-Party Contracts of which it is aware at the time of such transfer or assignment.

Other Subcontracts and Third-Party Contracts With respect to Third-Party Contracts implicated by the relevant Assistance Event that are not otherwise transferred or assigned to Admin and/or their designee(s) pursuant to Section 2.4.2 Service Provider Cooperation, Service Provider shall make available to Admin and/or their designee(s), pursuant to reasonable terms and conditions, any Third-Party Services then being utilized by Service Provider in the performance of the Services. Service Provider shall retain the right to utilize any such Third-Party Services in connection with the performance of Services for other Service Provider customers. Admin shall retain the right to contract directly with any third party previously utilized by Service Provider to perform any Services.

Rates and Charges Except as provided in this Subsection and Section 2.4.2 Service Provider Cooperation, Service Provider shall provide all Termination Assistance Services at no additional charge. The Parties anticipate that Termination Assistance Services requested by Admin shall be provided by Service Provider using Service Provider Personnel already assigned to the performance of the Services and without adversely affecting Service Provider’s ability to meet its performance obligations. To the extent Admin requests that Service Provider perform only a portion (but not all) of the Services included in a particular Charge, the amount to be paid by Admin shall be equitably adjusted downward in accordance with Exhibit 4.0 (Business Model), to the extent applicable, or equitably adjusted downward in proportion to the portion of the Services that Service Provider shall not be providing to the extent that Exhibit 4.0 (Business Model) does not provide for such reduction. If and to the extent Termination Assistance Services requested by Admin cannot be provided by Service Provider using Service Provider Personnel then-assigned to the performance of the Services without adversely affecting Service Provider’s ability to meet its performance obligations, Admin, in its sole discretion, may (i) forego or delay any work activities or temporarily or permanently adjust the work to be performed by Service Provider, the schedules associated therewith or the Service Levels to permit the performance of such Termination Assistance Services using such personnel, or (ii) authorize Service Provider to use additional Service Provider Personnel to perform Termination Assistance Services. To the extent Admin authorizes Service Provider to use additional Service Provider Personnel to perform Termination Assistance Services requested by Admin, Admin shall pay Service Provider the applicable rates and charges specified in Exhibit 4.0 (Business Model) for such Full-time Equivalents (FTEs) or, if no such rates and fees are specified in Exhibit 4.0 (Business Model), a negotiated fee for the additional Service Provider Personnel required to perform such Termination Assistance Services (determined on the basis of pricing no less favorable to Admin than the pricing and labor rates set forth herein for comparable Services), provided that Service Provider notifies Admin in advance of any such charges, obtains Admin's approval prior to incurring such charges, and uses commercially reasonable efforts to minimize such charges. Notwithstanding the foregoing, Admin will not be obligated to pay Service Provider for any such additional Service Provider Personnel if at any time prior to Admin's issuance of the notice of Assistance Event, Service Provider failed to sufficiently staff the Services that are the subject of the Assistance Event (both with respect to number of personnel and personnel with the necessary skills and training).

Proprietary Communications Network If Admin authorizes Service Provider to use a proprietary communications network to provide the Services, then for a period of up to two (2) years following the effective date of the relevant Assistance Event, Service Provider shall, if requested by Admin, continue to provide such proprietary communications network and other network Services to Admin and/or their designee at the rates, and subject to the terms and conditions, set forth in this Contract.

Risk Identification The Service Provider shall notify Admin of significant risk factors relating to the Termination Assistance Services and, at Admin’s request, will design plans and contingencies to mitigate such risk.

Knowledge Transfer As requested by Admin, the Service Provider shall provide for a transfer of knowledge regarding the Services and related topics so as to facilitate the provision of the Services by Admin or their designee(s), including the following:

1. Providing reasonable training (in a manner mutually agreed to by the Parties) to personnel designated by Admin; training will include the performance of the Services that are to be transferred.

2. Providing to Admin and/or their designee(s), information regarding the Services as reasonably necessary to implement the termination assistance plan developed by Service Provider pursuant to the Termination Assistance Services.

3. Providing to Admin and/or their designee(s) information regarding the Services as reasonably necessary for Admin or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of Admin and Consumers, including:

a. Relevant documentation.

b. Key support contacts (names, business phone numbers, email addresses and business postal addresses) of Service Provider Personnel during the transition from the Service Provider to Admin or their designee(s).

4. Providing supply information concerning Systems, Equipment, Software, types and skills of Service Provider Personnel and other resources used by Service Provider to provide Services under the Contract, as reasonably necessary for Admin or their designee(s) to assume responsibility for the Services.

5. Providing supply information, code, and configurations required to compile all transferrable Software and Applications, including:

a. Application source code.

b. Application build parameters.

c. Application source code control library specifications.

d. Application source code build processes and steps.

e. Application executables.

6. Explaining the processes and procedures (e.g., Incident Management, Change Management, etc.), in the Service Management Manual (SMM), Reports, and other standards and procedures to the operations staff of Admin or their designee(s).

7. Providing reasonable access, including in person and by remote collaboration tooling, to Service Provider Personnel during and following the period for performance of Termination Assistance Services.

8. Explaining the extent and nature of the impact of legal and regulatory requirements compliance, if any, on the Services.

9. Providing Admin or their designee(s) reasonable access to Systems, Equipment, Software, and other resources used by Service Provider to provide the Services and provide Admin or their designee(s) information concerning such items, all as reasonably necessary for transition of the Services to Admin or their designee(s).

Transfer of Resources The Service Provider shall provide all reasonable assistance required for the transfer to Admin or their designee(s) of the Systems, Equipment, Software, and other resources that are implicated by the relevant Assistance Event, including the following:

1. Identifying any third-party services that are required by Admin or their designee(s) to perform the Services.

2. Providing asset listings for Systems, Equipment, and Software owned or licensed by Service Provider, its Subcontractors, Admin, and Consumers, including those which are required by Admin or their designee(s) to perform the Services.

3. Working with Admin or their designee(s) to minimize or eliminate any potential transfer, re-licensing or termination charges, taxes and other costs or expenses that might be incurred by Admin or their designee(s) as a result of any transfers.

4. Performing administrative functions required to enable the assignment of Systems, Equipment, Software, and Third-Party Contracts that are required by Admin or their designee(s) to perform the Services, including executing legal documents and performing other necessary functions.

Operational Transfer The Service Provider shall perform all activities requested by Admin pursuant to Termination Assistance Services, to enable a smooth transfer of operational responsibility for the Services to Admin or their designee(s), including the following:

1. Identifying, recording, and providing release levels for Admin Software and Applications and updating such records of release levels prior to and during transition of the Services.

2. If and to the extent requested by Admin, halting any enhancements to, development, or testing of any Applications.

3. Providing any Systems configurations and data extracts in appropriate electronic formats (e.g., Excel, databases) as necessary for Admin or their designee(s) to assume responsibility for the Services.

4. Providing machine readable and printed listings and associated documentation for source code for Software and Applications owned by Admin or Consumers and source code to which Admin or Consumers are entitled under the Contract, including all Software and Applications details required to compile all transferrable Applications, including:

a. Application source code.

b. Application build parameters.

c. Application source code control…