Common use of Transition Performance Period Clause in Contracts

Transition Performance Period. Nortel Networks acknowledges that Flextronics’ ability to perform its obligations at the Effective Date under the attached Exhibits is dependent upon Flextronics ability to engage certain Nortel Networks current internal/external suppliers to continue to perform the Repair Services defined in this Agreement at the metric levels required in Exhibit 5. In addition, Flextronics’ ability to perform its obligations at the Effective Date is dependent upon Nortel Networks timely transfer of the necessary Nortel Networks’ equipment, information, processes and personnel, to satisfy the requirements set forth in Exhibits 2 and 3. Nortel Networks agrees to provide all reasonable assistance to Flextronics including the assignment of certain agreements and as appropriate the facilitation of discussions with other third parties that Flextronics desires to engage, to assist Flextronics in gaining the capability to deliver the Repair Services in accordance with the stipulated service levels. Except where indicated in the relevant Statement of Work, Flextronics shall be obligated to deliver all of the Repair Services as of the Effective Date, provided however that during the four (4) month period after the Effective Date, Nortel Networks shall not use any breachable metric measured during this four (4) month period to terminate this Agreement pursuant to Section 9.1.4 of this Agreement for Breach of Metrics unless the breach of the performance metric is solely attributable to an action of Flextronics. To the extent that during this four (4) month period Flextronics is able to demonstrate that any of the service levels were not achieved prior to the Effective Date, then Flextronics shall be excused from achieving the service level. In this circumstance, the Parties agree to meet and negotiate in good faith a timeline for achieving the service level including any associated cost issues and to amend the relevant Exhibit(s) to reflect the agreed resolution. If subsequent to the agreed timeline to achieve the required service level, Flextronics still cannot achieve the required service level then, notwithstanding the commitments and obligations in Section 3.3 of this Agreement, Nortel Networks shall be permitted to arrange for the Repair Services from another service provider or provide the Repair Service itself until Flextronics is able to reasonably demonstrate that Flextronics can achieve the required service level.