Common use of Insourcing Clause in Contracts

Insourcing. BFA or any BFA Recipient may terminate any Service (or portion thereof) and bring the performance of such Service inhouse to be performed by BFA or any Affiliate thereof, provided that BFA or the BFA Recipient shall provide at least one hundred and eighty (180) days’ prior written notice of such termination to the Provider. In such event, the Parties will negotiate in good faith adjustments to the Fees, Service Levels, scope of the Services and the BFA Recipients to remain with Provider, as applicable; provided, that if the Parties do not agree to such adjustments within twelve (12) months after Provider’s receipt of written notice, Provider may provide BFA with written notice to terminate the remaining Services in whole (or portion thereof, as agreed by BFA). For the avoidance of doubt, BFA and BFA Recipients shall be entitled to Disengagement Assistance after such termination. Master Services Agreement CONFIDENTIAL

Insourcing. BFA or any BFA Recipient may terminate any Service (or portion thereof) and bring the performance of such Service inhouse to be performed by BFA or any Affiliate thereof, provided that BFA or the BFA Recipient shall provide at least one hundred and eighty (180) days’ prior written notice of such termination to the Provider. In such event, the Parties will negotiate in good faith adjustments to the Fees, Service Levels, scope of the Services and the BFA Recipients to remain with Provider, as applicable; provided, that if the Parties do not agree to such adjustments within twelve (12) months after Provider’s receipt of written notice, Provider may provide BFA with written notice to terminate the remaining Services in whole (or portion thereof, as agreed by BFA). For the avoidance of doubt, BFA and BFA Recipients shall be entitled to Disengagement Assistance after such termination. Master Services Agreement CONFIDENTIAL.