Deconversion Notice Form

DECONVERSION NOTICE FORM

This Deconversion Notice Form (the "Notice") is delivered pursuant to the operative agreement between Converting Entity: , with principal address at , and Receiving Entity: , with principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Converting Entity has previously provided certain systems, records, data, services, or other assets described below to Receiving Entity or has served as the converting party under the operative agreement; and

WHEREAS, Converting Entity desires to initiate a deconversion of specified systems, assets, and responsibilities and to terminate or modify certain services described herein in accordance with the rights and obligations of the Parties; and

WHEREAS, the Parties wish to set forth the notice, scope, transition obligations, confidentiality protections, and the effective date for such deconversion.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and intending to be legally bound, the Parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Notice, the following terms shall have the meanings set forth below. "Deconversion" means the cessation, removal, return, or transfer of systems, data, assets, services, or responsibilities from Converting Entity to Receiving Entity or a third party. "Effective Date" means the date specified in Section 3. "Transition Services" means the temporary services, access, training, documentation, and cooperation described in Section 6.

2. NOTICE OF DECONVERSION

Converting Entity hereby provides formal notice of its election to deconvert the following systems, assets, and services (the "Deconversion Items"):

Reason(s) for Deconversion (check all that apply):

Business decision Regulatory requirement Contract expiration Other

3. EFFECTIVE DATE AND TRANSITION PERIOD

The Effective Date of the Deconversion shall be unless otherwise agreed in writing. The Parties agree to a transition period of days from the Effective Date (the "Transition Period"), during which Transition Services shall be provided as set forth in this Notice.

4. OBLIGATIONS OF CONVERTING ENTITY

During the Transition Period, Converting Entity shall: (a) provide reasonable access to personnel, systems, documentation, and data necessary for Receiving Entity to assume the Deconversion Items; (b) perform good faith efforts to export or return data in commonly used formats; (c) provide training and operational documentation reasonably requested by Receiving Entity; and (d) use commercially reasonable efforts to minimize disruption to Receiving Entity's operations. Converting Entity shall complete the actions described in the Description of Deconversion Items in a timely and professional manner.

5. OBLIGATIONS OF RECEIVING ENTITY

Receiving Entity shall: (a) cooperate with Converting Entity to schedule and implement the deconversion activities; (b) provide timely requests for information and acceptance testing; (c) designate a primary contact for transition coordination; and (d) accept transfer of data and systems in the format and within the timelines agreed in writing. Receiving Entity shall be responsible for new hosting, operational costs, and licenses required following the Effective Date unless otherwise agreed.

6. TRANSITION SERVICES; DATA TRANSFER

Converting Entity shall provide Transition Services described in a mutually agreed plan to facilitate the Deconversion. Such services shall include, at minimum, data export, technical assistance for a period not to exceed the Transition Period, and reasonable participation in cutover activities. Converting Entity shall retain copies of transferred data only as required by law or as expressly agreed in writing. Physical media, if any, shall be delivered to Receiving Entity at the notice address below by .

7. CONFIDENTIALITY AND DATA PROTECTION

Each Party shall continue to comply with all confidentiality, privacy, and data protection obligations applicable under the operative agreement or law with respect to information received or processed in connection with the Deconversion. Converting Entity's disclosure of any Confidential Information during Transition Services shall not modify or waive existing confidentiality obligations. Receiving Entity shall implement reasonable safeguards and shall not use transferred personal data other than for the legitimate purposes of assuming the Deconversion Items.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate power and authority to execute and perform this Notice and that the execution and performance will not breach any other agreement or applicable law. Converting Entity represents that, to its knowledge, the Deconversion Items do not contain third-party materials that would prohibit transfer, except as disclosed in writing. Receiving Entity represents that it has the resources and authority to receive and operate the Deconversion Items.

9. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, damages, liabilities, and reasonable costs (including reasonable attorneys' fees) arising out of or resulting from that Party's breach of this Notice, negligence, or willful misconduct in connection with the Deconversion.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of or in connection with the Deconversion, even if advised of the possibility of such damages.

11. NOTICES

All notices, requests, and other communications required or permitted under this Notice shall be in writing and delivered to the addresses set forth below, or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

12. GOVERNING LAW; VENUE

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the specified state for disputes arising under this Notice.

13. ENTIRE AGREEMENT

This Notice, together with the operative agreement and any documents expressly incorporated herein in writing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Notice is held to be invalid or unenforceable under applicable law, the remainder of this Notice shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable while preserving its original intent.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Notice may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision of this Notice shall be effective unless in writing and signed by the Party waiving compliance. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. MISCELLANEOUS

The headings used in this Notice are for convenience only and shall not affect the interpretation of any provision. The Parties acknowledge that they have had an opportunity to seek independent legal counsel with respect to this Notice and that the terms hereof are the product of negotiation between the Parties.

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