1E9Ct5D

Customer Data to the information technology infrastructure, includingthe computers, software, databases, electronic systems (includingdatabase management systems) and networks, of Customer or any ofits designees (collectively, "Customer Systems"), taking all stepsrequired or reasonably requested to make an orderly transition of theHosted Services to the Customer Systems [and to assist Customer andany of Customer's designees in migrating such Customer Data to theCustomer Systems in both Provider's data format and a platformagnosticformat].(b) without limiting the generality of Section 7.5(a), upon the termination orexpiration of this Agreement and all Service Orders hereunder, [Provider/the ReceivingParty] shall, at [ Customer's/the Disclosing Party's] option and upon its written request: (i)promptly return or[, subject to Provider's obligations under Section 7.5(a)(iv), Section7.5(a)(v) and Section 7.5(a)(vi),] destroy and erase from all systems it directly orindirectly uses or controls, all originals and copies of all documents, materials and otherembodiments and expressions in any form or medium that contain, reflect, incorporate orare based on the [Customer's/Disclosing Party's] Confidential Information and; and (ii)provide a[ notarized] written statement to the Disclosing Party certifying that it hascomplied with the requirements of this Section 7.5(b);(c)the contrary:notwithstanding any provisions of this Agreement or any Service Order to(i)the [Provider/Receiving Party] shall not be required to[, or, in the caseof Provider, to cause its Subcontractors hereunder, to] return, destroyor erase any[ Customer/Disclosing Party] Confidential Information tothe extent that any applicable Law prevents it from doing so, in whichcase the [Provider/Receiving Party] shall retain, in its then currentstate, all such Confidential Information then within its [or anyProvider Personnel's] right of control or possession in accordance withthe confidentiality, security and other requirements of this Agreementand perform its obligations under this Section 7.5 as soon as such Lawno longer prevents it from doing so; and(ii) upon Customer's termination of this Agreement or any Service Orderfor breach pursuant to Section 7.3(a), Customer shall have the rightand option to continue to access and use the Services under eachapplicable Service Order, in whole and in part, for a period not toexceed [one hundred and eighty (180)/[NUMBER IN WORDS]([NUMBER])] days from the effective date of such terminationpursuant to the terms and conditions of this Agreement and the eachapplicable Service Order hereunder and [for the/at a reduced rate of24