Common use of Provider Cooperation Clause in Contracts

Provider Cooperation. As part of the Services, Provider shall cooperate with and work in good faith with Idearc or Idearc Third-Party Contractors as reasonably requested by Idearc. Such cooperation may include (i) providing, in a timely manner, reasonable access to any Service Locations to the extent necessary for Idearc Third-Party Contractors to perform the work assigned to them; (ii) providing, in a timely manner, reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Idearc Third-Party Contractors to perform the work assigned to them; (iii) providing, in a timely manner, written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Provider in connection with the Services; or (iv) using Commercially Reasonable Efforts (in cooperation with Idearc) to minimize any degradation in the Services caused by the adjustments made by Provider in transferring Services to a third party or Idearc; provided, however, that provision to any third party of any access or information constituting Provider Confidential Information or Provider Materials shall first require that such third party agree in writing to confidentiality provisions reasonably required by Provider. So long as such cooperation can be provided using resources otherwise assigned to the provision of Services without adversely impacting the performance of Services, such cooperation will be provided at no additional charge as part of the Services. If such cooperation cannot be provided using then-assigned resources without adversely impacting the performance of other Services, then such cooperation will be provided through the operation of Section 9.10. In addition, if any confidential information of a third party is to be provided to Provider, Provider shall agree in writing to comply with such third party’s customary and reasonable confidentiality and security procedures. Idearc shall use Commercially Reasonable Efforts to require (contractually or otherwise) Idearc Third-Party Contractors to comply with (1) Provider’s customary and reasonable security and confidentiality requirements and routine security procedures, and, (2) to the extent performing work on Software, Equipment or Systems for which Provider has operational responsibility, Provider’s customary and reasonable standards, methodologies, and procedures.

Provider Cooperation. As part of the Services, Provider shall fully cooperate with and work in good faith with Idearc or Idearc Third-Client, the other Eligible Recipients and Third Party Contractors as reasonably described in this Agreement or requested by IdearcClient and at no additional charge to Client. Such If and to the extent requested by Client, Provider shall provide such cooperation may include by, among other things: (i) providingtimely providing physical access and electronic access (including, in a timely mannerat Client’s sole discretion and cost, reasonable access any temporary Third Party Software licenses required to any Service Locations permit an Eligible Recipient or Third Party Contractor to perform services within the Services environment) to business processes and associated Equipment, Materials, Systems and/or Provider Facilities to the extent necessary and appropriate for Idearc Third-Client, the other Eligible Recipients or Third Party Contractors to perform the work assigned to them, provided that Client, Eligible Recipients, and Third Party Contractors comply with all applicable existing Provider policies with regards to such physical access to the extent made available to Client prior to such access; (ii) providing, in a timely manner, reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Idearc Third-Party Contractors to perform the work assigned to them; (iii) providing, in a timely manner, providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software Materials or Systems procured, operated, supported or used by Provider in connection with the Services; or (iii) timely providing access to source code for Client Owned Materials and, to the extent permitted by the applicable third party license, any Client licensed Third Party Materials; (iv) using Commercially Reasonable Efforts timely providing access to Client Data to the Eligible Recipients and/or Third Party Contractors in the same manner and to the same extent access to such data is required to be provided by Provider to Client; (v) timely providing cooperation and assistance in cooperation accordance with IdearcSection 21.7 to facilitate the orderly transfer of terminated Services from Provider to Client, the other Eligible Recipients and/or Third Party Contractors; (vi) to minimize minimizing any degradation in the performance of the Services caused by the adjustments made by Provider in transferring Services to a third party or Idearc; provided, however, that provision to any third party of any access or information constituting Provider Confidential Information or Provider Materials shall first require that following such third party agree in writing to confidentiality provisions reasonably required by Provider. So long as such cooperation can be provided using resources otherwise assigned to the provision of Services without adversely impacting the performance transfer of Services, such cooperation will be provided at no additional charge as part of the Services. If such cooperation cannot be provided using then-assigned resources without adversely impacting the performance of ; (vii) establishing procedures and other Services, then such cooperation will be provided through the operation of Section 9.10. In addition, if any confidential information of a third party is to be provided to Provider, Provider shall agree in writing to comply arrangements with such third party’s customary and reasonable confidentiality and security procedures. Idearc shall use Commercially Reasonable Efforts to require (contractually or otherwise) Idearc Third-Third Party Contractors to ensure continuity of seamless service to Client (e.g., RACI charts, multi-supplier governance procedures), and (viii) any other cooperation or assistance reasonably necessary for Client, the other Eligible Recipients and/or Third Party Contractors to perform the work in question. Client personnel and Third Party Contractors shall comply with (1) Provider’s customary and reasonable security and confidentiality requirements requirements, and routine security proceduresshall, and, (2) to the extent performing work on SoftwareMaterials, Equipment or Systems for which Provider has operational responsibility, comply with Provider’s customary and reasonable standards, methodologies, and procedures. If requested by Client, Provider shall enter into a mutually agreed joint governance and issue resolution document between Provider and Third Party Contractors who provide similar or related services to an Eligible Recipient.