Common use of Designated Services Clause in Contracts

Designated Services. (a) Commencing on the Effective Date (or such later date as is specified in this Section, the Statement of Work or the Transition Plan) and continuing throughout the Term and, to the extent requested by the TXU during a Termination Assistance Period, Service Provider shall be responsible for providing to TXU and, as directed by TXU, to TXU Companies and TXU Third Parties, all of the following: (1) the services, functions and responsibilities described in this Agreement (including, commencing on the Effective Date, the corporate investigative and security services described in the Statement of Work); (2) the services, functions and responsibilities being performed prior to the Agreement Date by the Affected Employees or such other employees or contractors of TXU Companies whose services, functions or responsibilities were eliminated or displaced as a result of this Agreement, even if the service, function or responsibility is not specifically described in this Agreement; (3) the corporate investigative and security services, functions and responsibilities reflected in or contemplated by the TXU Budget; and (4) any services, functions or responsibilities not specifically described in this Agreement, but which are required as part of the proper performance and delivery of the Services (clauses (1) through (4) of this Section, the "Designated Services"). (b) Except as otherwise provided in this Agreement, Service Provider shall be responsible for providing the facilities, personnel, materials, supplies, Software, Equipment and other resources necessary to provide the Services. (c) Service Provider acknowledges that its provision of the Services will require significant cooperation with third parties. Service Provider agrees that at all times during the Term it shall cooperate with, and provide access to, third party providers of TXU to coordinate its provision of the Services under this Agreement with the services and systems of such third party providers. (d) Service Provider shall increase or decrease the amount and types of the Services according to TXU's request, and the Designated Fees shall be adjusted accordingly pursuant to the terms of Exhibit 3 or, in the absence of any provisions in Exhibit 3, the Fees shall be equitably adjusted.

Designated Services. (a) Commencing on the Effective Agreement Date (or such later date as is specified in this SectionAgreement), the Statement of Work or the Transition Plan) and continuing throughout the Term and, to the extent requested by the TXU AGE, during a any Termination Assistance Period, Service Provider BETA shall be responsible for providing to TXU AGE and, as directed by TXUAGE, to TXU AGE Companies and TXU Third PartiesAGE Agents, all of the following: (1) the Conversion Services (including the services, functions functions, responsibilities and responsibilities projects described in this Agreement (including, commencing on the Effective Date, the corporate investigative and security services described in the Statement of WorkExhibit 2); (2) the Hosting Services (including the services, functions, responsibilities and projects described in Exhibit 3, Exhibit 4 and Exhibit 21); (3) the Development Services (including the services, functions, responsibilities and projects described in Exhibit 3); (4) the services, functions and responsibilities being that are of a nature and type that would ordinarily be performed prior by an organization, or part of an organization performing services similar to the Agreement Date by Services within a company, in the Affected Employees or such other employees or contractors of TXU Companies whose services, functions or responsibilities were eliminated or displaced as a result of this Agreementbrokerage and financial services industry, even if the service, function or responsibility is not specifically described in this Agreement; (3) the corporate investigative and security services, functions and responsibilities reflected in or contemplated by the TXU Budget; and (45) any services, functions or responsibilities not specifically described in this Agreement, but which are inherent to, or customary or required as part of the proper performance and delivery of, all of the Services (clauses (1) through and including (45) of this Section, the "“Designated Services"”). (b) Except as otherwise provided in this Agreement, Service Provider BETA shall be responsible for providing the all facilities, personnel, materials, supplies, Software, Equipment Tools, Equipment, Systems, supplies and other resources necessary to provide the Services. (c) Except as may otherwise be provided in this Agreement, Exhibit 3 or an applicable Work Authorization, the Services shall be provided on a 24x7x365basis. Notwithstanding the foregoing, products set forth on Exhibit 16 shall be available only as set forth in Exhibit 16. (d) Upon AGE’s prior written approval not to be unreasonably withheld or delayed, BETA may limit the availability set forth in Section 3.01(c) for system upgrades, maintenance or other operational considerations. For avoidance of doubt, the foregoing shall not relieve BETA from the obligation to perform the Services in accordance with the Service Provider Levels. BETA will, upon request from AGE, use reasonable efforts to extend the hours of system availability, or as otherwise agreed by the parties through the Change Management Procedures. (e) BETA acknowledges that its provision of the Services will require significant cooperation with third parties. Service Provider agrees that at all times during the Term it parties and BETA shall cooperate withwith third parties to the extent specified in this Agreement or otherwise requested by AGE, provided, however, that (i) any such third party is bound by confidentiality requirements between the third party and either AGE or BETA obligating it to keep confidential BETA confidential information consistent with the confidentiality requirements under this Agreement, and provide access to(ii) AGE shall obtain BETA’s approval in advance to the extent that AGE desires BETA to cooperate with any of the third parties listed on Exhibit 10 (“BETA Direct Competitors”), which approval will not be unreasonably withheld. BETA acknowledges that it will cooperate and work with (x) [ *** ] in connection with [***] print and mail of AGE client-related materials (including trade confirmations, tax documentation, account statements and other miscellaneous documentation related to AGE’s provision of services to its clients) and electronic storage and online delivery of such client-related materials and (y) any other BETA Direct Competitor reasonably required by AGE to receive the Services from BETA (and only to the extent necessary for AGE to receive the Services from BETA). Such cooperation shall include providing to such third parties, to the extent specified by this Agreement or otherwise requested by AGE: (1) applicable written information concerning the usability and interoperability of the proprietary systems, data, computing environment and technology used in providing the Services; (2) reasonable assistance and support services to third party service providers of TXU AGE; and (3) access to coordinate its provision and use of the Systems, Software, Equipment, Tools and data used to provide the Services under this Agreement with to the services and systems extent reasonably required for the activities of such third party providers. Notwithstanding the foregoing, in the event that such cooperation shall require BETA to incur any third party fees or expenses, BETA will obtain AGE’s written consent prior to incurring such third party fees and expenses and AGE will reimburse BETA for such pre-approved third party fees and expenses. (df) Service Provider shall AGE may increase or decrease the amount (including volume of transactions processed) and types of the Services according to TXU's requestit uses or receives under this Agreement, and the Designated Fees shall be adjusted accordingly pursuant to the terms of Exhibit 3 orsubject, in the absence event of a decrease, to the payment of the minimum amounts set forth in Exhibit 5. To the extent any provisions additional Services requested by AGE are New Services, such New Services will be agreed to in accordance with Article V, Exhibit 3 and Exhibit 17. (g) AGE and BETA have agreed to the BETA Deferred Gap Project Plan, which may be amended from time to time by mutual agreement to the parties in accordance with the PCR process set forth in Exhibit 3, for (i) implementation of all businesses of AGE at the Fees dates set forth therein and (ii) conversion of all files designated by AGE to the BETA Core Systems, in each case in accordance with Exhibit 2 and the Pre-Conversion Agreement as applicable. During the conversion period, beginning on the Agreement Date and ending upon the Conversion Effective Date, BETA and AGE will cooperate to ensure that the transition will occur according to the BETA Deferred Gap Project Plan. Both parties acknowledge that BETA is responsible for leading the efforts under the BETA Deferred Gap Project Plan, and that certain aspects of either party’s ability to properly perform its obligations hereunder and in Exhibit 2 and the Pre-Conversion Agreement as applicable in a timely manner is conditioned upon the other party’s proper and timely performance of certain obligations specified in Exhibit 2 and the Pre-Conversion Agreement as applicable, provided, however, that BETA shall use all commercially reasonable efforts to perform its obligations notwithstanding AGE’s failure to perform. Each party will notify the other party of any failure by its personnel to complete any such obligations; provided, however, that neither party shall have any responsibility to notify the other party of any failure that is unknown to it and the failure to provide such notice to the other party shall not relieve a party of any of its obligations hereunder or under Exhibit 2 or the Pre-Conversion Agreement. Both parties agree to staff their respective project teams with personnel of high professional ability, to replace departing personnel with substantially similar professional replacements as soon as practical after departure and to commit reasonable management support for the successful completion of the BETA Deferred Gap Project Plan. BETA acknowledges and agrees that in order for the BETA Deferred Gap Project Plan to be equitably adjustedsuccessful, the BETA Core Systems and associated Services and products must be fully functional in all material respects and appropriately integrated with AGE’s internal and third party related systems prior to the Conversion Effective Date. The BETA Deferred Gap Project Plan shall include detailed processes on implementing the integration of AGE’s internal and third party related systems. BETA and AGE also agree to use all commercially reasonable efforts to convert to the BETA Core Systems as expeditiously as possible those other businesses or portfolios identified by AGE to BETA from time to time.