PROFESSIONAL SERVICES AGREEMENT

1.

BACKGROUND AND OBJECTIVES

1.1

Performance and Management by Service Provider.

1.2

Goals and Objectives.

(1)

Reduce Allegheny infrastructure capital and operating expenses both initially and over the Term;

(2)

Utilize enabling technologies to add value to Allegheny’s business processes;

(3)

Implement common processes and move toward an integrated enterprise wide reporting system across Allegheny;

(4)

Enhance the timeliness and quality of analysis and reporting of financial results, on a consolidated, legal entity and business unit presentation basis both under a GAAP basis of presentation and a Uniform FERC basis presentation;

(5)

Obtain specified levels of service quality;

(6)

Enhance the morale and career opportunities of displaced employees by transitioning Allegheny information technology personnel to a for-profit business with customer relationships and job opportunities;

(7)

Gain access to world class capabilities by contracting with a first tier service provider that can attract the “best and brightest” individuals;

(8)

Enhance the ability of Allegheny and its affiliated companies to focus on their core businesses;

(9)

Provide Allegheny with enhanced flexibility within the Services to quickly and effectively adapt to changing business requirements and changes in the Allegheny business environment;

(10)

Create the potential for sustainable long-term cost savings due to continuous improvement and reduction or spreading of fixed costs over a multi-year period; and

(11)

Obtain access to best practices in the area of information technology services and procurement and/or inventory management consulting business processes and services.

1.3

Interpretation.

2.

DEFINITIONS AND DOCUMENTS

2.1

Definitions.

2.2

Other Terms

2.3

Associated Contract Documents.

3.

TERM

3.1

Initial Term.

3.2

Extension.

4.

SERVICES

4.1

Overview.

(a)

Services . Service Provider shall provide the Services to Allegheny, and, upon Allegheny’s request, to Eligible Recipients and Authorized Users designated by Allegheny. The Services shall consist of the following, as they may evolve during the Term or be supplemented, enhanced, modified or replaced:

(i)

The services, functions and responsibilities described in this Agreement and its Schedules and Attachments, which include the Technology and Business Process Evolution and the following:

(1)

the Transition Services, as described in Section 4.2 and Schedule 22A ;

(2)

the Transformation Services, as described in Section 4.3 and Schedules 22B and 22C;

(3)

the Services, as further described in Schedule 2 , including the Services comprising each Service Category and each Tower;

(4)

New Services, subject to the provisions of Section 11.5 ***;

(5)

the Termination Assistance Services, as described in Section 4.4 and Schedule 23 .

(ii)

The services, functions and responsibilities related to the activities described in Schedule 2 that were performed during the twelve (12) months preceding the Commencement Date (and not discontinued during such twelve (12)-month period so that such discontinued services are not being performed on a recurring basis as of the Commencement Date) by Allegheny Personnel who were displaced or whose functions were displaced as a result of this Agreement (including, for the avoidance of doubt, those services, functions and responsibilities performed by Directed Allegheny Employees), even if the service, function, or responsibility is not specifically described in this Agreement (provided that, in the event of a direct conflict between Schedule 2 and the scope of services as described in this Section 4.1(a)(ii) , this Section 4.1(a)(ii) shall not be construed as altering and/or superceding Schedule 2 ); and

(iii)

The related services, functions and responsibilities reflected in those categories of the Allegheny Base Case which Service Provider is assuming pursuant to this Agreement (provided, however, in the event of a direct conflict between Schedule 2 and the scope of services as described in this Section 4.1(a)(iii) , this Section 4.1(a)(iii) shall not be construed as altering and/or superceding Schedule 2) .

(b)

Commencement of Services . Service Provider shall commence providing the Services as follows:

(i)

in the case of the Transition Services and the Transformation Services, on the date stated in the applicable Transition Plan or Transformation Plan, respectively;

(ii)

in the case of the Services comprising Service Categories, on the Commencement Date; and

(iii)

in the case of Services comprising Projects, New Services and Termination Assistance Services, on the date determined in accordance with this Agreement.

(c)

Included Services . If any services, functions or responsibilities not specifically described in this Agreement are an inherent, necessary or customary part of the Services or are required for proper performance or provision of the Services in accordance with this Agreement, they shall be deemed to be included within the scope of the Services to be delivered for the Charges, as if such services, functions or responsibilities were specifically described in this Agreement.

(d)

Required Resources . Except as otherwise expressly provided in this Agreement, Service Provider shall be responsible for providing the facilities, personnel, Equipment, Software, technical knowledge, expertise and other resources necessary to provide the Services.

(e)

Service Provider Responsibility . Service Provider shall be responsible for the provision of the Services in accordance with this Agreement even if, by written agreement of the Parties, such Services are actually performed or dependent upon services performed by (i) Subcontractors, (ii) non-Service Provider Personnel, including Allegheny Personnel (subject to Section 10.2 ), or (iii) Managed Third Parties (except as otherwise provided in Section 6.9 or Schedule 12D ).

4.2

Transition Services.

(a)

Transition. During the Transition Period, Service Provider shall perform the Transition Services and provide the deliverables described in the Transition Plan, which is attached to this Agreement as Schedule 22A . If any services, functions or responsibilities not specifically described in the Transition Plan are an inherent, necessary or customary part of the Transition Services or are required for the proper performance of the Transition Services in accordance with this Agreement, they shall be deemed to be included within the scope of the Transition Services to be delivered for the transition charges, as if such services, functions or responsibilities were specifically described in the Transition Plan. During the Transition Period, Allegheny will perform only those tasks which are designated to be Allegheny’s responsibility in the Transition Plan, and any services, functions or responsibilities that are an inherent, necessary or a customary part of the

(b)

Initial Transition Plan . The initial Transition Plan is attached to this Agreement as Schedule 22A . During the thirty (30) days immediately following the Effective Date, Service Provider shall prepare and deliver to Allegheny a detailed Transition Plan for Allegheny’s review, comment and approval. The proposed detailed Transition Plan shall describe in greater detail the specific transition activities to be performed by Service Provider, but, unless otherwise agreed by Allegheny, shall be consistent in all respects with the initial Transition Plan, including the *** described therein. Service Provider shall address and resolve any questions or concerns Allegheny may have as to any aspect of the proposed detailed Transition Plan and incorporate any modifications, additions or deletions to such detailed Transition Plan reasonably requested by Allegheny. *** Once approved by Allegheny, the detailed Transition Plan shall be appended to and incorporated in this Agreement as part of Schedule 22A and shall supersede and replace the initial Transition Plan. Allegheny will not unreasonably withhold its approval of the detailed Transition Plan.

(c)

Contents of Transition Plan. The detailed Transition Plan shall identify, among other things, (i) the transition activities to be performed by Service Provider and the significant components and subcomponents of each such activity for each Eligible Recipient, (ii) the deliverables to be completed by Service Provider, (iii) the date(s) by which each such activity or deliverable is to be completed (the “ Transition Milestones ”), (iv) Service Provider’s plans for the hiring and long term retention of the Transitioned Employees consistent with the requirements of Schedules 5A and 5B , (v) a process and set of acceptance criteria for each milestone and deliverable, and standards acceptable to Allegheny to which Service Provider will adhere in the performance of the Transition Services and that will enable Allegheny to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, including measurable success criteria by each Service Category and Tower that Service Provider must meet before further transitioning the portion of the work that failed to meet the success criteria and any work on which such failed portion depends, (vi) subject to Section 4.2(f) , a process for Allegheny, after consultation with Service Provider, to delay all or any part of the transition if Allegheny determines that any part of the transition poses a risk or hazard to Allegheny’s or an Eligible Recipient’s business interests (without any increase in Service Provider’s Charges if Allegheny’s determination is based on Service Provider’s failure to satisfactorily perform its transition obligations,***), (vii) the contingency or risk mitigation strategies to be employed by Service Provider in the event of disruption or delay, (viii) any transition responsibilities to be performed or transition resources to be provided by Allegheny or the Eligible Recipients and (ix) a detailed work plan identifying the specific transition activities to be performed by Service Provider Personnel (at the individual or team level, as appropriate) on a weekly basis during the Transition Period. The Transition Plan also shall identify any related documents contemplated by the Agreement and/or required to effectuate the transition to be executed by the Parties.

(d)

Performance . Service Provider shall perform the Transition Services described in the Transition Plan in accordance with the timetable and the Transition Milestones set forth in the Transition Plan, and Allegheny reasonably shall cooperate with Service Provider to assist Service Provider in implementing the Transition Plan as contemplated in Section 4.2(a) . Service Provider shall provide all cooperation and assistance reasonably required or requested by Allegheny in connection with Allegheny’s evaluation or testing of the deliverables set forth in the Transition Plan. Service Provider shall perform the Transition Services in a manner that will not (i) disrupt or have an unnecessary adverse impact on the business or operations of Allegheny or the Eligible Recipients, (ii) degrade the Services then being received by Allegheny or the Eligible Recipients, or (iii) disrupt or interfere with the ability of Allegheny or the Eligible Recipients to obtain the full benefit of the Services, except as may be otherwise provided in the Transition Plan. Prior to undertaking any transition activity, Service Provider shall discuss with Allegheny all known Allegheny-specific material risks and shall not proceed with such activity until Allegheny is reasonably satisfied with the plans with regard to such risks (provided that, neither Service Provider’s disclosure of any such risks to Allegheny, nor Allegheny’s acquiescence in Service Provider’s plans, shall operate or be construed as limiting Service Provider’s responsibilities under this Agreement). Service Provider shall identify and resolve, with Allegheny’s reasonable assistance, any problems that may impede or delay the timely completion of each task in the Transition Plan that is Service Provider’s responsibility and shall use commercially reasonable efforts to assist Allegheny with the resolution of any problems that may impede or delay the timely completion of each task in the Transition Plan that is Allegheny’s responsibility.

(e)

Reports . Service Provider shall meet at least weekly with Allegheny to report on its progress in performing its responsibilities and meeting the timetable set forth in the Transition Plan. Service Provider also shall provide written reports to Allegheny at least weekly regarding such matters, and shall provide oral reports more frequently if reasonably requested by Allegheny. Promptly upon receiving any information indicating that Service Provider may not perform its responsibilities or meet the timetable or Transition Milestones set forth in the Transition Plan, Service Provider shall notify Allegheny in writing of material delays and shall identify for Allegheny’s consideration and approval specific measures to address such delay and mitigate the risks associated therewith.

(f)

Suspension or Delay of Transition Activities . Allegheny reserves the right, in its sole discretion and subject to the Change Control Procedures, to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Services. ***

(g)

Failure to Meet Transition Milestones. The Parties acknowledge and agree that the Transition Plan specifies various Transition Milestones by which Transition activities and/or deliverables are to be completed. Service Provider recognizes that its failure to meet the Transition Milestones may have a material adverse impact on the business and operations of Allegheny and the Eligible Recipients and that the damages resulting from Service Provider’s failure to meet such Transition Milestones are not capable of precise determination. *** Neither the transition nor the activities and deliverables associated with individual Transition Milestones shall be deemed complete until the Parties have mutually determined that Service Provider has successfully completed them in accordance with the process and standards identified in the Transition Plan.

(h)

Termination for Cause . Allegheny may terminate the Term for cause if (i) Service Provider fails to comply with its obligations with respect to the provision of Transition Services and such failure causes or will cause a material disruption to or otherwise has or will have a material adverse impact on the operations or businesses of Allegheny or the Eligible Recipients, and, in the case of a failure that will have a material adverse impact that has not yet occurred, Service Provider fails to cure such failure within fifteen (15) days after its receipt of notice of such failure or, in the case of a failure that has caused a material adverse impact, Service Provider fails to cure such failure within five (5) days after its receipt of notice of such failure, (ii) Service Provider materially breaches its obligations with respect to the provision of Transition Services and fails to cure such breach within fifteen (15) days after its receipt of notice, or (iii) Service Provider fails to meet a Transition Milestone and such failure constitutes a material breach of this Agreement and Service Provider fails to cure such breach within fifteen (15) days after its receipt of notice. In addition, unless otherwise agreed, if Service Provider fails to meet the Transition Milestone for the completion of the transition of all Services to Service Provider by more than sixty (60) days, Allegheny may terminate the Term for cause without requirement of notice or opportunity to cure. In all such events, subject to Section 18.3 , Allegheny may recover the damages suffered by Allegheny or the Eligible Recipients in connection with such a termination, ***

4.3

Transformation Services.

(a)

Transformation . Without limiting any of Service Provider’s other obligations hereunder with respect to Technology and Business Process Evolution, Service Provider shall perform the transformational activities and implement the technology and other changes described in the Transformation Plan attached to this Agreement as Schedules 22B and 22C . If any services, functions or responsibilities not specifically described in the Transformation Plan are an inherent, necessary or customary part of the Transformation Services or are required for proper performance or provision of the Transformation Services or the completion of the changes described in the Transformation Plan in accordance with this Agreement, they shall be deemed to be included within the scope of the Transformation Services to be delivered without additional charge, as if such services, functions or responsibilities were specifically described in the Transformation Plan. During the period in which the Transformation Plan is scheduled to be implemented, Allegheny will perform only those tasks that are designated to be Allegheny’s responsibility in the Transformation Plan, and any services, functions or responsibilities that are an inherent, necessary or customary part of the designated tasks. Unless otherwise agreed in writing, Allegheny shall not incur any charges, fees or expenses payable to Service Provider or third parties in connection with the transformation, other than those charges, fees and expenses specified in Schedule 4 and those incurred by Allegheny (including third party contractors engaged by Allegheny) in connection with its performance of tasks designated in the applicable Transformation Plan as Allegheny’s responsibility, and any services, functions or responsibilities that are an inherent, necessary or a customary part of the designated tasks. At Service Provider’s request or as specified in the applicable Transformation Plan, Allegheny shall provide reasonable cooperation to Service Provider in connection with its performance of the Transformation Services.

(b)

Initial Transformation Plans . The initial Transformation Plans are attached to this Agreement as Schedules 22B and 22C . Within forty five (45) days after the Effective Date, Service Provider shall prepare and deliver to Allegheny a detailed Transformation Plan with respect to the transformation activities described in Schedule 22C for Allegheny’s review, comment and approval. The timing for providing a more detailed plan with respect to the ERP Transformation Project described in Schedule 22B is set forth in that schedule. The proposed detailed Transformation Plans shall describe in greater detail the specific transformational activities to be performed by Service Provider, but, unless otherwise agreed by Allegheny, shall be consistent in all respects with the initial Transformation Plans, including the activities, deliverables, Transformation Milestones and Deliverable Credits described therein. Service Provider shall address and resolve any questions or concerns Allegheny may have as to any aspect of the proposed detailed Transformation Plans and incorporate any modifications, additions or deletions to such detailed Transformation Plans reasonably requested by Allegheny. The Parties acknowledge that changes in the scope of the ERP Transformation Project may be subject to changes in the price for that Project, as provided in Schedule 22B . ***. Once approved by Allegheny, the detailed Transformation Plans shall be appended to and incorporated in this Agreement as the corresponding Schedule 22B or 22C and, where applicable, shall supersede and replace the corresponding initial Transformation Plan. Allegheny will not unreasonably withhold its approval of the detailed Transformation Plans.

(c)

Contents of Transformation Plans. The Transformation Plans shall identify, among other things, (i) the transformational activities to be performed by the Service Provider and the changes in technology and business processes to be implemented by Service Provider, (ii) the date(s) by which each such activity or implementation is to be completed (“ Transformation Milestones ”), (iii) a process and acceptance criteria for each milestone and deliverable, and set of standards acceptable to Allegheny to which Service Provider will adhere in the performance of the transformation and that will enable Allegheny to determine whether Service Provider has successfully completed the transformation and the activities and deliverables associated with each Transformation Milestone, including measurable success criteria by each Service Category and Tower that Service Provider must meet before further transforming the portion of the work that failed to meet the success criteria and any work on which such failed portion depends, (iv) a process for Allegheny, after consultation with Service Provider, to delay Service Provider from proceeding with any part of the transformation, either current or future plans, or altering the timing for implementation of parts of the transformation, if Allegheny determines that any part of the transformation poses a risk or hazard to Allegheny’s or an Eligible Recipient’s business interests (without any increase in Service Provider’s Charges if Allegheny’s determination is based on (A) Service Provider’s failure to satisfactorily perform its transformation obligations, ***, or (B) risks that arise from implementation of the Transformation Plans, ***), (v) the contingency or risk mitigation strategies to be employed by Service Provider in the event of disruption or delay, and (vi) any transformational activities to be performed by Allegheny or the Eligible Recipients. If, pursuant to the process described in clause (iv) above, Allegheny decides to delay Service Provider from proceeding with any part of the transformation or altering the timing for implementation of parts of the transformation, ***.

(d)

Implementation Plan. During the Term, at least thirty (30) days before the end of each calendar year during the Term, Service Provider shall deliver to Allegheny for Allegheny’s review, comment and approval a detailed plan for the implementation of

transformational activities for the succeeding calendar year. In addition, Service Provider shall deliver to Allegheny, at least thirty (30) days before the end of each calendar quarter during the first twelve (12) months of the Term, a detailed plan, consistent with the annual plan, for the implementation of transformational activities that will be taking place during the succeeding quarter, for Allegheny’s review, comment and approval. Such implementation plan shall be based on and consistent with Schedules 22B and 22C , and shall identify each transformational activity to be performed by Service Provider Personnel, and the acceptance testing and review process for the changes being implemented. If approved by Allegheny, in its sole discretion (other than with respect to matters described in the initial Transformation Plans attached as Schedules 22B and 22C , which matters shall be deemed approved subject to subsequent modification as agreed by the Parties), each such plan for each calendar year shall become a part of the corresponding Transformation Plan and be incorporated in Schedules 22B or 22C , as applicable.

(e)

Performance . Service Provider shall perform the Transformation Services and implement the Transformation Plans in accordance with the timetable and Transformation Milestones set forth in the Transformation Plans, and Allegheny reasonably shall cooperate with Service Provider to assist Service Provider in implementing the Transformation Plans. Service Provider shall provide all cooperation and assistance reasonably required or requested by Allegheny in connection with Allegheny’s evaluation or testing of the deliverables resulting from implementation of the Transformation Plans. Service Provider shall implement the Transformation Plans in a manner that will not (i) disrupt or have an unnecessary adverse impact on the business or operations of Allegheny or the Eligible Recipients, (ii) degrade the Services then being received by them, or (iii) interfere with their ability to obtain the full benefit of the Services, except as may be otherwise provided in the applicable Transformation Plan. Prior to undertaking any transformation activity, Service Provider shall discuss with Allegheny all known Allegheny-specific material risks and shall not proceed with such activity until Allegheny is reasonably satisfied with the plans with regard to such risks (provided that, neither Service Provider’s disclosure of any such risks to Allegheny nor Allegheny’s acquiescence in Service Provider’s plans shall operate or be construed as limiting Service Provider’s responsibilities under this Agreement). Service Provider shall identify and resolve, with Allegheny’s reasonable assistance, any problems that may impede or delay the timely completion of any phase of the Transformation Plans.

(f)

Failure to Meet Transformation Milestones.

(i)

The Parties acknowledge and agree that the Transformation Plans specify various Transformation Milestones by which transformational activities and/or deliverables are to be completed. Service Provider recognizes that its failure to meet the Transformation Milestones may have a material adverse impact on the business and operations of Allegheny and the Eligible Recipients and that the damages resulting from Service Provider’s failure to meet such Transformation Milestones are not capable of precise determination. ***

(ii)

Neither the transformation nor the activities and deliverables associated with individual Transformation Milestones shall be deemed complete until the Parties have mutually determined that Service Provider has successfully completed them in accordance with the process and standards identified in the Transformation Plans.

4.4

Termination Assistance Services.

(a)

Availability. As part of the Services, and for the Charges set forth in Section 4.4(b)(8) and Schedule 4 , Service Provider shall provide to Allegheny, the Eligible Recipients and/or their designee(s) the Termination Assistance Services described in Section 4.4(b) and Schedule 23 .

(1)

Period of Provision . Service Provider shall provide such Termination Assistance Services to Allegheny and the Eligible Recipients, or their designee(s) (i) commencing upon the date specified in reasonable prior written notice from Allegheny, which date may be up to six (6) months prior to the expiration of the Term or on such earlier date as Allegheny may request and continuing for the period of time requested by Allegheny in its notice to Service Provider, which may be up to twelve (12) months following the effective date of the expiration of the Term (as such Term may be extended pursuant to Section 3.2 ), (ii) commencing upon any notice of termination (including notice based upon breach or default by Allegheny, breach or default by Service Provider, or termination in whole or in part for convenience by Allegheny) of the Term with respect to all or any part of the Services, and continuing for the period of time requested by Allegheny in its notice to Service Provider, which may be up to twelve (12) months following the effective date of such termination of all or part of the Services, or (iii) commencing upon notice of termination of all or part of the Services to an Eligible Recipient no longer Controlled by Allegheny and continuing for the period of time requested by Allegheny in its notice to Service Provider, which may be up to twelve (12) months following the effective date of such termination.

(2)

Extension of Termination Effective Date . Allegheny may elect, upon forty-five (45) days’ prior notice, to extend the effective date of any expiration or termination of all or part of the Services and/or Termination Assistance Services, in its sole discretion, provided that the total of all such extensions will not exceed one hundred and eighty (180) days following the originally specified effective date of such expiration or termination without Service Provider’s prior written consent. If Allegheny provides less than forty-five (45) days’ prior notice of an extension, Service Provider shall nonetheless use commercially reasonable efforts to comply with Allegheny’s request and provide the requested Services and/or Termination Assistance Services.

(3)

Extension of Termination Assistance Services . As part of the Termination Assistance Services, for a period of twelve (12) months following the applicable expiration or termination date, Service Provider shall provide to the Eligible Recipient(s), under the terms and conditions of this Agreement, at Allegheny’s request in a written notice provided to Service Provider at least forty-five (45) days in advance of such expiration or termination date, any or all of the Services being performed by Service Provider prior to such expiration or termination date, including those Services described in Article 4 and Schedule 2 ; provided that Allegheny may extend the period for the provision of such Services for up to an additional one hundred eighty (180) days in accordance with Section 4.4(a)(2) . To the extent Allegheny requests such Services, Allegheny will pay Service Provider the Charges specified in Schedule 4 that Allegheny would have been obligated to pay Service Provider for such Services if this Agreement had not yet

(4)

Firm Commitment . Service Provider shall provide Termination Assistance Services to Allegheny and the Eligible Recipients, or their designee(s) regardless of the reason for the expiration or termination of the Term; provided, if this Agreement is terminated by Service Provider under Section 20.1(b) for failure to pay undisputed amounts, Service Provider may require payment by Allegheny in advance for Termination Assistance Services to be provided or performed under this Section 4.4 . At Allegheny’s request, Service Provider shall provide Termination Assistance Services directly to an Eligible Recipient or an Entity acquiring Control of an Eligible Recipient; provided that, unless otherwise agreed by the Parties, all such Termination Assistance Services shall be performed subject to and in accordance with the terms and conditions of this Agreement.

(5)

Performance . All such Termination Assistance Services shall be provided subject to and in accordance with the terms and conditions of this Agreement. Service Provider shall perform the Termination Assistance Services with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency as it provided and was required to provide with respect to the same or similar Services during the Term. The quality and level of performance of the Termination Assistance Services provided by Service Provider, following the expiration or termination of the Term as to all or part of the Services or Service Provider’s receipt of a notice of termination or non-renewal, shall continue to meet or exceed the Service Levels and shall not be degraded or deficient in any respect. *** Service Provider Personnel (including all Key Service Provider Personnel) reasonably considered by Allegheny to be critical to the performance of the Services and Termination Assistance Services shall be retained on the Allegheny account through the completion of all relevant Termination Assistance Services.

(b)

Scope of Termination Assistance Service. As part of the Termination Assistance Services, Service Provider will timely transfer the control and responsibility for all Services previously performed by or for Service Provider to Allegheny, the Eligible Recipients and/or their designee(s) by the execution of any documents reasonably necessary to effect such transfers. Additionally, Service Provider shall provide any and all reasonable assistance requested by Allegheny to allow, among other things:

(i)

the Systems and processes associated with the Services to operate efficiently;

(ii)

the Services to continue without interruption or adverse effect; and

(iii)

the orderly transfer of the Services to Allegheny, the Eligible Recipients and/or their designee(s).

(1)

General Support . Service Provider shall (i) assist Allegheny, an Eligible Recipient and/or their designee(s) in developing a written transition plan for the transition of the Services to Allegheny, such Eligible Recipient, or their designee(s), which plan shall include (as requested by Allegheny) capacity planning, business process planning, facilities planning, human resources planning, telecommunications planning and other planning necessary to effect the transition, (ii) perform programming and consulting services as requested to assist in implementing the transition plan, (iii) train personnel designated by Allegheny, an Eligible Recipient and/or their designee(s) in the use of any business processes or associated Equipment, Software, Systems, Materials or tools used in connection with the provision of the Services, (iv) provide Allegheny a catalog of all business processes, Software, Allegheny Data, Equipment, Materials, Third Party Contracts and tools used to provide the Services, (v) provide machine readable and printed listings and associated documentation for source code for Software owned by Allegheny and source code to which Allegheny is entitled under this Agreement and assist in its re-configuration, (vi) analyze and report on the space required for the Allegheny Data and the Software needed to provide the Services, (vii) assist in the execution of a parallel operation, data migration and testing process until the successful completion of the transition to Allegheny, an Eligible Recipient and/or their designee(s), (viii) create and provide copies of the Allegheny Data in the format and on the media reasonably requested by Allegheny, an Eligible Recipient and/or their designee(s), (ix) provide a complete and up-to-date, electronic copy of the Policy and Procedures Manual in the format and on the media reasonably requested by Allegheny, an Eligible Recipient and/or their designee(s), and (x) provide other technical assistance as requested by Allegheny, an Eligible Recipient and/or their designee(s).

(2)

Hiring .

(i)

Allegheny, the Eligible Recipients and/or their designee(s) shall be permitted to undertake, without interference from Service Provider, Service Provider Subcontractors or Service Provider Affiliates (including counter-offers, other than for up to six (6) Service Provider contract delivery executives identified by Service Provider, to whom Service Provider desires to make counter-offers), to hire, effective after the later of the expiration or termination of the applicable Services or completion of any Termination Assistance Services requested under Section 4.4 , any Service Provider Personnel primarily dedicated (e.g., 80% of such individual’s working hours) to the performance of the Services within the twelve (12)-month period prior to the expiration or termination of the applicable Services. Service Provider shall waive, and shall cause its Subcontractors and Affiliates to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by Allegheny, the Eligible Recipients and/or their designee(s). Service Provider shall provide Allegheny, the Eligible Recipients and/or their designee(s) with reasonable assistance in their efforts to hire such Service Provider Personnel, and shall give Allegheny,

(ii)

Promptly upon Allegheny providing notice for provision of Termination Assistance Services pursuant to Section 4.4(a)(1) , Service Provider shall provide to Allegheny a list, organized by country, of the Service Provider Personnel who are eligible for solicitation for employment pursuant to this Section 4.4(b)(2) . Subject to applicable Data Privacy Laws, such list shall specify each such Service Provider Personnel’s job title and annual rate of pay.

(3)

Software . To the extent provided in Section 14.6 , and subject to Section 6.4(c) , Service Provider shall provide, and hereby grants to Allegheny (with a right to sublicense to the Eligible Recipients and/or Allegheny’s designee), a license, sublicense and/or other rights to the Software and other Materials used by Service Provider, Service Provider Affiliates or Subcontractors in performing the Services or provided to Allegheny, any Eligible Recipient or Allegheny Third Party Contractor by Service Provider, Service Provider Affiliates or Subcontractors in connection with the Services ***, including where expressly provided in Section 14.6 , a copy of all source code, object code and documentation related to such Software or other Materials in the form then in the possession of Service Provider, or in such other form as may be mutually agreed. After Service Provider provides such Software and other Materials to Allegheny, Service Provider has no obligation to maintain or support such Software and other Materials, except as otherwise provided in Section 14.6(b)(iii) or any applicable warranty pursuant to Section 15.4(c) for the duration of such warranty.

(4)

Equipment . Subject to Section 6.4(c) , Allegheny, the Eligible Recipients and/or their designee(s) shall have the right (but not the obligation) to purchase, or assume the lease for, any Equipment (including the Acquired Assets) owned or leased by Service Provider that is primarily used by Service Provider, Service Provider Subcontractors or Service Provider Affiliates to perform the Services. Such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as used by Service Provider as of the expiration or termination date or the completion of any Services requiring such Equipment requested by Allegheny under Section 4.4 , whichever is later. Service Provider shall maintain such Equipment for which Service Provider has operational responsibility pursuant to Schedule 2 or Schedule 4B through the date of transfer so as to be eligible for the applicable manufacturer’s maintenance program at no additional charge to Allegheny, so long as Allegheny’s written instructions to Service Provider under this Agreement regarding such Equipment have not voided the applicable manufacturer’s maintenance program (provided that Service Provider has notified Allegheny in writing in advance that Allegheny’s instructions will

(5)

Allegheny Facilities, Equipment and Software . Service Provider shall vacate the Allegheny Facilities and return to Allegheny, if not previously returned, any Allegheny-owned or leased Equipment, Allegheny Owned Software and Allegheny licensed Software, in a condition at least as good as the condition when made available to Service Provider, ordinary wear and tear excepted. Such Allegheny Facilities, Equipment and Software shall be vacated and returned at the expiration or termination date or the completion of any Services requiring such Allegheny Facilities, Equipment and Software requested by Allegheny under Section 4.4 , whichever is later.

(6)

Service Provider Subcontracts and Third Party Contracts . Service Provider shall inform Allegheny of all subcontracts or Third Party Contracts primarily used by Service Provider, Service Provider Subcontractors or Service Provider Affiliates to perform the Services. Subject to Sections 6.4(c) , Service Provider shall, at Allegheny’s request, cause any such Subcontractors, Service Provider Affiliates or third party contractors to permit Allegheny, the Eligible Recipients and/or their designee(s) to assume prospectively any or all such contracts or to enter into new contracts with Allegheny, the Eligible Recipients and/or their designees on substantially the same terms and conditions, including price. Service Provider shall so assign the designated subcontracts and Third Party Contracts to Allegheny, the Eligible Recipients and/or their designee(s) as of the expiration or termination date or the completion of any Termination Assistance Services requiring such subcontracts or Third Party Contracts requested by Allegheny under Section 4.4 , whichever is later. There shall be no charge or fee imposed on Allegheny, the Eligible Recipients and/or their designee(s) by Service Provider or its Subcontractors, Affiliates or third party contractors for such assignment. Service Provider shall (i) represent and warrant that it is not in default under such subcontracts and Third Party Contracts, (ii) represent and warrant that all payments thereunder through the date of assignment are current, and (iii) notify Allegheny of any Subcontractor’s or third party contractor’s default with respect to such subcontracts and Third Party Contracts of which it is aware at the time.

(7)

Other Subcontracts and Third Party Contracts . In addition to its obligations under Section 4.4(b)(6) , Service Provider shall make available to Allegheny, the Eligible Recipients and/or their designee(s), pursuant to reasonable terms and conditions, any Subcontractor or third party services then being utilized by

(8)

Rates and Charges . Except as provided in this Section 4.4(b)(8) and Section 4.4(b)(9) , if Allegheny requests that Service Provider provide or perform Termination Assistance Services in accordance with this Agreement, Allegheny shall pay Service Provider the rates and charges specified in Schedule 4 for the additional Service Provider Personnel or resources required to perform such Termination Assistance Services. To the extent rates and charges for such Service Provider Personnel or resources are not specified in Schedule 4 , Allegheny shall pay Service Provider ***. To the extent the Termination Assistance Services requested by Allegheny can be provided by Service Provider using personnel and resources already assigned to Allegheny to provide the Services or Allegheny agrees to reprioritize the Services in accordance with the following sentence, there will be no additional charge to Allegheny for such Termination Assistance Services. If the Termination Assistance Services requested by Allegheny cannot be provided by Service Provider using personnel and resources then assigned to Allegheny, Allegheny, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by Service Provider, the schedules associated therewith or the Service Levels to permit the performance of such Termination Assistance Services using such personnel or resources already assigned to perform the Services.

(9)

Proprietary Communications Network . The Parties recognize that, as of the Commencement Date, the Services do not include a proprietary communications network. If Service Provider later uses a proprietary communications network to provide Services to Allegheny or the Eligible Recipients, then for a period of up to two (2) years following the expiration or termination date, Allegheny may request that Service Provider continue to provide such proprietary communications network and other network Services at the rates, and subject to the terms and conditions, set forth in this Agreement.

(c)

Resources. Service Provider shall ensure that, at all times during the Term, on forty-five (45) days’ notice, it is able to deploy all necessary resources to perform Termination Assistance Services in accordance with this Section 4.4 .

(d)

Survival of Terms. This Section 4.4 shall survive termination or expiration of the Term.

4.5

Use of Third Parties.

(a)

Right of Use . Nothing in this Agreement shall be construed as a requirements contract, and notwithstanding anything to the contrary contained herein, this Agreement shall not be interpreted to prevent Allegheny or any Eligible Recipient from obtaining from third parties (each, an “ Allegheny Third Party Contractor ”), or providing to itself, any or all of the Services or any other services. Nor shall anything in this Agreement be construed or

(b)

Service Provider Cooperation . Service Provider shall fully cooperate with and work in good faith with Allegheny or Allegheny Third Party Contractors as described in Schedule 2 or as reasonably requested by Allegheny and at no additional charge to Allegheny. Such cooperation may include: (i) timely providing access to any facilities being used to provide the Services, as necessary for Allegheny Personnel or Allegheny Third Party Contractors to perform the work assigned to them; (ii) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Allegheny Personnel or Allegheny Third Party Contractors to perform the work assigned to them; (iii) timely providing reasonable written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Service Provider in connection with the Services; (iv) ensuring that there is no degradation in the provision of the Services caused by the adjustments made by Service Provider in transferring Services to a third party, Allegheny or an Eligible Recipient; and (v) any other cooperation or assistance reasonably necessary for Allegheny Personnel or Allegheny Third Party Contractors to perform the work in question. Allegheny Personnel and Allegheny Third Party Contractors shall comply with Service Provider’s reasonable security and confidentiality requirements, and shall, to the extent performing work on Software, Equipment or Systems for which Service Provider has operational responsibility, comply with Service Provider’s reasonable standards, methodologies, and procedures, in order to avoid disclosure of or access to any information of any other customer of Service Provider.

(c)

Notice by Service Provider . Service Provider shall expeditiously notify Allegheny when it becomes aware that an act or omission of an Allegheny Third Party Contractor will cause, or has caused, a problem or delay in providing the Services, and shall use commercially reasonable efforts, using existing Service Provider Personnel assigned to perform the Services, to work with Allegheny, the Eligible Recipients and the Allegheny Third Party Contractor to prevent or circumvent such problem or delay; provided, that the Parties acknowledge and agree that Service Provider has no responsibility for the work of Allegheny Third Party Contractors or any delays therein or problems therewith, unless and to the extent Service Provider or its Affiliates or Subcontractors are responsible for managing such third parties or have caused such problems or delays. Service Provider shall cooperate with Allegheny, the Eligible Recipients and Allegheny Third Party Contractors to resolve differences and conflicts arising between the Services and other activities undertaken by Allegheny, the Eligible Recipients or Allegheny Third Party Contractors. Any notification provided by Service Provider in accordance with this Section 4.5(c) shall not excuse Service Provider from the performance of any of its obligations under this Agreement.

4.6

Projects.

(a)

Procedures and Performance . Service Provider shall perform Projects requested and approved by Allegheny (including in accordance with the Project formation process described in Schedule 4I ) as part of the Services and in accordance with the charging methodology set forth in Schedule 4 . The Projects underway as of the Effective Date are specified in Schedule 9 . A “ Project ” is a discrete unit of non-recurring work that is not an inherent, necessary or customary part of the day–to-day Services, and is not required to be performed by Service Provider to meet the existing Service Levels (other than Service Levels related to Project performance). A Project may consist of or include work that would otherwise be treated as New Services. The Service Provider Personnel assigned to perform such Projects shall possess the training, education, experience, competence and skill to perform such work. Service Provider shall utilize personnel not assigned permanently to the Allegheny account as and to the extent necessary to perform the work in question and meet the agreed Project schedule. The Allegheny Contract Executive or his or her designee shall request, define and set the priority for such Projects.

(b)

Project Proposals . As required by this Agreement (including Schedule 4I ), Service Provider shall prepare a Project proposal in accordance with the applicable requirements of Section 11.5(a) prior to beginning such Project. Allegheny may accept or reject such Project proposal in its sole discretion. The hours expended by Service Provider in preparing proposals or plans or reporting on the status of such Projects shall be included in the Monthly Base Charges *** If Supplier believes that Allegheny is requesting an unreasonable number of Project proposals then Supplier shall notify Allegheny and Allegheny will review and take appropriate action to limit the number of such proposal requests.

4.7

Additional Work or Reprioritization.

5.

REQUIRED CONSENTS

5.1

Service Provider Responsibility.

5.2

Financial Responsibility.

5.3

Contingent Arrangements.

6.

FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION OF SERVICES

6.1

Service Facilities.

(a)

Service Facilities. The Services shall be provided at or from (i) the Allegheny Facilities described on Schedule 7 , (ii) the Service Provider Facilities described on Schedule 7 , or (iii) any other service location requested by Service Provider and approved by Allegheny. Service Provider shall obtain Allegheny’s prior approval for any proposed relocation by Service Provider, its Affiliates or Subcontractors of the provision of a Service to a new or different Service Provider Facility. In deciding whether or not to approve a location, Allegheny may consider, among other factors, (1) whether the disaster recovery aspects of the location are satisfactory, (2) the need to be able to have infrastructure readily available to Allegheny, (3) regulatory or security restrictions or requirements, (4) restrictions or requirements under applicable Laws, (5) any potential negative impact on the Service Levels, (6) the potential impact of transitional related activities on Allegheny’s business and internal resources, and (7) any additional logistical, financial or strategic implications for Allegheny. Allegheny acknowledges and has approved the Service Provider Facilities set forth on Schedule 7 as of the Effective Date for the provision of the Services and scope thereof described therein. Service Provider shall be financially responsible for all additional costs, Service Taxes and expenses related to or resulting from any Service Provider-initiated relocation to a new or different Service Provider Facility, including any costs or expenses incurred or experienced by Allegheny or any Eligible Recipient as a result of such relocation, excluding recurring telecommunications related taxes, fees, and surcharges for which Allegheny is financially responsible under Schedule 4B .

(b)

Allegheny Facilities . Allegheny shall provide Service Provider with the use of and access to the Allegheny Facilities (or equivalent space) described in Schedule 7 (as such space may be expanded if necessary and as determined by mutual written agreement of the Parties) for the periods specified therein solely as necessary for Service Provider to perform its obligations under this Agreement. All Allegheny-owned or leased assets provided for the use of Service Provider under this Agreement shall remain in Allegheny Facilities unless Allegheny otherwise agrees. In addition, all improvements or modifications to Allegheny Facilities requested by Service Provider shall be (i) subject to review and approval in advance by Allegheny, (ii) in strict compliance with Allegheny’s then-current policies, standards, rules and procedures, and (iii) performed by and through Allegheny at Service Provider’s expense. THE ALLEGHENY FACILITIES ARE PROVIDED BY ALLEGHENY TO SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. ALLEGHENY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ALLEGHENY FACILITIES, OR THEIR CONDITION OR SUITABILITY FOR USE BY SERVICE PROVIDER.

(c)

Furniture, Fixtures and Equipment . At the Allegheny Facilities described in Schedule 7 , Allegheny shall provide office space and office furniture for the number of Service Provider Personnel and for such periods specified in Schedule 7 . The office space and office furniture provided by Allegheny for the use of Service Provider Personnel will be generally comparable in quality to the office space and office furniture provided to similarly situated Allegheny employees. Service Provider shall be financially responsible for providing all other office space, office furniture and fixtures needed by Service Provider or Service Provider Personnel (including Transitioned Employees) to provide the Services, and for all upgrades, replacements and additions to such office furniture or

(d)

Service Provider’s Responsibilities Regarding Allegheny’s Network . To the extent any Equipment provided or used by Service Provider or Service Provider Personnel is connected directly to the network(s) of Allegheny or any Eligible Recipient, such Equipment (and all Software installed thereon) shall be (i) subject to review and approval in advance by Allegheny (Service Provider shall cooperate with Allegheny in the testing, evaluation and approval of such Equipment), (ii) in strict compliance with Allegheny’s then-current security policies, architectures, standards, rules and procedures, and (iii) in strict compliance with Allegheny’s then-current hardware and software specifications. Service Provider shall not install or permit the installation of any other software on such Equipment without Allegheny’s prior approval. Service Provider shall promptly investigate any security breach of Allegheny’s networks or Systems associated with Service Provider Personnel or the performance of the Services. Service Provider shall notify Allegheny and permit Allegheny to participate in any audit or investigation of any such security breach. Service Provider shall promptly report in reasonable detail the findings of any such audit or investigation to Allegheny and shall provide Allegheny with a summary of any written report prepared in connection therewith; provided that Service Provider has no obligation to disclose confidential or proprietary information of its other customers and any disclosure of Service Provider’s Proprietary Information shall be subject to the confidentiality requirements of Article 13 . From within Allegheny Facilities, Service Provider will be allowed to connect to the Service Provider network through virtual private network connections authorized by Allegheny, and in compliance with Allegheny’s then-current security policies, architectures, standards, rules and procedures, so that Service Provider can provide resources supporting Allegheny with access to training, methodologies, tools, communication, collaboration and other valuable assets essential to providing the Services to Allegheny.

(e)

Service Provider’s Responsibilities . Except as provided in Sections 6.1(a) , (b)  and (c) , Section 6.4, and Schedule 4B , Service Provider shall be responsible for providing all furniture, fixtures, Equipment, space and other facilities required to perform the Services and all upgrades, improvements, replacements and additions to such furniture, fixtures, Equipment, space and facilities. Without limiting the foregoing, Service Provider shall (i) provide all maintenance, site management, site administration and similar services for the Service Provider Facilities and (ii) telecommunications transport (voice and data) between Service Provider Facilities and Allegheny Sites and Facilities.

(f)

Physical Security . Allegheny is responsible for the physical security of the Allegheny Facilities; provided, that Service Provider shall be responsible for the safety and physical access and control of the areas that Service Provider is using in performing the Services and Service Provider shall not permit any person to have access to, or control of, any such area unless such access or control is permitted in accordance with control procedures approved by Allegheny or any higher standard agreed to by Allegheny and Service Provider. Service Provider shall be solely responsible for compliance by Service Provider Personnel with such control procedures, including obtaining advance approval to the extent required.

(g)

Standards, Requirements and Procedures at Allegheny Facilities. Except as provided in Section 6.1(f) , Service Provider shall adhere to and enforce, and cause Service Provider Personnel to adhere to and enforce, the operational, safety and security standards, requirements and procedures described in the applicable lease and/or then in effect at the Allegheny Facilities, as such standards, requirements and procedures may be modified by Allegheny from time to time subject to Section 6.3(a) . Service Provider shall regularly make recommendations to Allegheny with regard to other operational, safety and security practices, procedures and safeguards that Service Provider sees in general practice in the industry.

(h)

Employee Services . Subject to applicable security requirements, Allegheny will permit Service Provider Personnel to use certain employee facilities (e.g., designated parking facilities, cafeteria, and common facilities) at the Allegheny Facilities that are generally made available to the employees and contractors of Allegheny or the Eligible Recipients. The employee facilities in question and the extent of Service Provider Personnel’s permitted use shall be specified in writing by Allegheny and shall be subject to modification in Allegheny’s sole discretion, with the same notice, if any, that Allegheny provides to its own employees. Service Provider Personnel will not be permitted to use employee facilities designated by Allegheny for the exclusive use of certain Allegheny or Eligible Recipient employees and will not be entitled to the provision or reimbursement of paid parking.

(i)

Use of Allegheny Facilities.

(i)

Unless Service Provider obtains Allegheny’s prior written agreement, which Allegheny may withhold in its sole discretion, Service Provider shall use the Allegheny Facilities, and the Equipment and Software located therein, only to provide the Services to Allegheny and the Eligible Recipients.

(ii)

Allegheny reserves the right to relocate any Allegheny Facility from which the Services are then being provided by Service Provider to another geographic location; provided that, in such event, Allegheny will provide Service Provider with comparable office space in the new geographic location. In such event, Allegheny shall pay the applicable labor rate(s) for additional personnel reasonably required by Service Provider ***, for the incremental Out-of-Pocket Expenses ***, in each case as reasonably incurred by Service Provider in physically relocating to such new geographic location ***; provided that such relocation is not expressly contemplated in this Agreement, and that Service

(iii)

Allegheny also reserves the right to direct Service Provider to cease using all or part of the space in any Allegheny Facility from which the Services are then being provided by Service Provider and to thereafter use such space for its own purposes. In such event, Allegheny shall reimburse Service Provider for any reasonable incremental Out-of-Pocket Expenses incurred by Service Provider in leasing required substitute new space, ***; provided that such relocation direction is not expressly contemplated in this Agreement and that Service Provider notifies Allegheny of such additional required incremental Out-of-Pocket Expenses, *** obtains Allegheny’s approval prior to incurring or accruing such expenses, *** and uses commercially reasonable efforts to minimize such expenses ***.

(j)

Conditions for Return . When the Allegheny Facilities are no longer to be used by Service Provider as contemplated by Section 6.1 or are otherwise no longer required for performance of the Services, Service Provider shall notify Allegheny as soon as practicable and shall vacate and return such Allegheny Facilities (including any improvements to such facilities made by or at the request of Service Provider) to Allegheny in substantially the same condition as when such facilities were first provided to Service Provider, subject to reasonable wear and tear.

(k)

No Violation of Laws. Service Provider shall (i) treat, use and maintain the Allegheny Facilities in a reasonable manner, and (ii) ensure that neither Service Provider nor any of its Subcontractors commits, and use commercially reasonable efforts to ensure that no business visitor or invitee commits, any act in violation of any Laws in such Service Provider-occupied Allegheny Facility or any act in violation of Allegheny’s insurance policies or in breach of Allegheny’s obligations under the applicable real estate leases in such Service Provider-occupied Allegheny Facilities (in each case, to the extent Service Provider has received notice of such insurance policies or real estate leases or should reasonably be expected to know of such obligations or limitations).

6.2

Use of Service Provider Facilities.

6.3

Allegheny Rules/Employee Safety .

(a)

Allegheny Rules and Compliance . In performing the Services and using the Allegheny Facilities, Service Provider shall observe and comply with all Allegheny policies, rules, and regulations applicable at or to Allegheny Facilities which have been communicated to

(b)

Safety and Health Compliance . Service Provider and Service Provider Personnel shall familiarize themselves with the premises and operations at each Allegheny Site or Facility at or from which Services are rendered and the Allegheny Rules applicable to each such Site or Facility. *** Service Provider and Service Provider Personnel shall observe and comply with all Laws applicable to the use of each Allegheny Facility or Site or the provision of the Services, including environmental Laws and Laws regarding occupational health and safety, and the provision of the Services. Service Provider shall be responsible for the compliance of Equipment, Software, Systems and Services for which it is operationally responsible with such Laws and shall be responsible for any acts or omissions of Service Provider Personnel in contravention of such Laws. Service Provider and Service Provider Personnel also shall observe and comply with all Allegheny Rules with respect to safety, health, security and the environment and shall take commercially reasonable precautions to avoid injury, property damage, spills or emissions of hazardous substances, materials or waste, and other dangers to persons, property or the environment. To the extent required by Allegheny, Service Provider Personnel shall receive prescribed training prior to entering certain Allegheny Sites or Facilities.

6.4

Software, Equipment and Third Party Contracts.

(a)

Financial Responsibility . Service Provider shall be responsible for any third party fees or expenses attributable to periods on or after the Commencement Date that are associated with Software, Equipment, Equipment leases and related Third Party Contracts for which Service Provider is financially responsible under Schedule 2 or 4B and any other Third Party Contracts (excluding Third Party Contracts administered by Service Provider for which Allegheny remains financially responsible, either by paying the invoice directly or by reimbursing Service Provider on a pass-through basis, which are addressed in Section 11.2 ) used by Service Provider to provide the Services. Allegheny shall be responsible for third party fees or expenses incurred on or after the Commencement Date that are associated with Software, Equipment, Equipment Leases and Third Party Contracts for which Allegheny is financially responsible under Schedule 2 or 4B . Unless otherwise expressly provided, each Party also shall be responsible for any third party fees or

(b)

Operational Responsibility . With respect to Software, Equipment, Equipment leases and Third Party Contracts for which Service Provider is operationally responsible under Schedule 2 or 4B and any other Third Party Contracts (excluding Third Party Contracts administered by Service Provider for which Allegheny remains financially responsible, either by paying the invoice directly or by reimbursing Service Provider on a pass-through basis, which are addressed in Section 11.2 ) used by Service Provider to provide the Services, Service Provider shall be responsible for (i) the evaluation, procurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of such Software, Equipment, Equipment leases and Third Party Contracts; (ii) the evaluation, procurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Software, Equipment, Equipment leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Software, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and change management procedures; (iv) the compliance with and performance of all operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts; (v) the administration and exercise as appropriate of all rights available under such licenses, leases and contracts; and (vi) the payment of any fees, penalties, charges, interest or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred, caused by or result from Service Provider’s failure to comply with or perform its obligations under this Section 6.4(b) (except to the extent that such failure directly results from the acts or omissions of Allegheny under those licenses, leases or contracts or in contravention of its obligations under this Agreement). Allegheny agrees that, during the Term, Service Provider, in consultation with Allegheny, shall direct the actions of the applicable third party vendors with respect to the leases, licenses and Third Party Contracts for which Service Provider has operational responsibility hereunder.

(c)

Rights Upon Expiration or Termination . With respect to all Third Party Software licenses, Equipment leases and Third Party Contracts for which Service Provider is financially responsible under this Agreement, Service Provider shall use commercially reasonable efforts to (i) obtain for Allegheny, the Eligible Recipients and/or their designee(s) the license, sublicense, assignment and other rights specified in Sections 4.4(b) and 14.6 , (ii) ensure that the granting of such license, sublicense, assignment and other rights is not subject to subsequent third party approval or the payment by Allegheny, the Eligible Recipients or their designee(s) of license, assignment or transfer fees, (iii) ensure that the terms, conditions and prices applicable to Allegheny, the Eligible Recipients and/or their designee(s) following expiration or termination of this Agreement (or any portion thereof) are no less favorable than those otherwise applicable to Service Provider, and at least sufficient for the continuation of the activities comprising the Services, (iv) ensure that neither the expiration or termination of this Agreement (or any portion thereof) nor the assignment of the license, lease or contract will trigger less favorable terms, conditions or pricing, and (v) ensure that the fees to be paid by Allegheny, the Eligible Recipients and/or their designee(s) on an annual basis under any subscription license agreements will not in the aggregate exceed an amount which is more than *** greater than the aggregate amount of such fees paid by Allegheny during the period covered by the Base Case. If Service Provider is unable to obtain any such rights and assurances, it shall notify Allegheny in advance and shall not use such Third Party Software license, Equipment lease or Third Party Contract without Allegheny’s approval, except Service Provider may use those Third Party Software licenses, Equipment leases and Third Party Contracts assigned to Service Provider by Allegheny pursuant to this Agreement and for which Service Provider, with Allegheny’s approval, procures a sublicense or substitute license, lease or contract for Allegheny and the Eligible Recipients (or, at Allegheny’s election, their designee(s)) and causes maintenance, support and other services to continue to be available to Allegheny and the Eligible Recipients at Allegheny’s cost following the expiration or termination of the Term with respect to the Services applicable to those licenses, leases and/or contracts. Absent such approval, Service Provider’s use of any such Third Party Software license, Equipment lease or Third Party Contract shall obligate Service Provider to obtain or arrange, at no additional cost to Allegheny, for such license, sublicense, assignment or other right for Allegheny, the Eligible Recipients and their designee(s) upon expiration or termination. If Allegheny consents to Service Provider’s use of specific Third Party Software licenses, Equipment leases or Third Party Contracts under these circumstances, such consent shall be deemed to be conditioned on Service Provider’s commitment to use commercially reasonable efforts to cause such third party to agree at expiration or termination of this Agreement or the completion of Termination Assistance Services to permit Allegheny, the Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with Allegheny, the Eligible Recipients and/or their designee(s) on substantially the same terms and conditions, including price.

(d)

Evaluation of Third Party Software, Equipment . In addition to its obligations under Section 6.4(a) and (b)  and in order to facilitate Allegheny’s control of architecture, standards and plans pursuant to Section 9.5 , Service Provider shall use commercially reasonable efforts to evaluate any Third Party Software and Equipment selected by or for Allegheny or an Eligible Recipient to determine whether such Software and Equipment will adversely affect Allegheny’s environment, Allegheny’s ability to interface with and use the Software, Equipment and Systems and/or Service Provider’s ability to provide the Services. Service Provider shall complete and report the results of such evaluation to

(e)

Benefits Pass-Through . With respect to any products and services procured by Service Provider for Allegheny on a cost-plus, cost-reimbursement or Pass-Through Expense basis during the course of performing the Services, Service Provider shall use commercially available efforts to pass through to Allegheny all benefits offered by the manufacturers and/or suppliers of such products and services (including all warranties, refunds, credits, rebates, discounts, training, technical support and other consideration offered by such manufacturers and suppliers) except to the extent otherwise agreed by Allegheny. If Service Provider is unable to pass through any such benefit to Allegheny, it shall notify Allegheny in advance and shall not purchase such product or service without Allegheny’s prior written approval.

(f)

Allegheny Provided Equipment . Allegheny shall provide Service Provider with the use of the Allegheny-owned and leased Equipment identified on Schedule 10 (collectively, the “ Allegheny Provided Equipment ”) for the periods specified in such Schedule solely for and in connection with the provision of the Services. Notwithstanding the foregoing, except as provided in this Section 6.4(f) , Sections 6.1(a) , (b)  and (c ), and Schedule 4B , Service Provider shall be responsible for providing all Equipment required to perform the Services and all Upgrades, improvements, replacements and additions thereto. Upon the expiration of the period specified in Schedule 10 for each item of Allegheny Provided Equipment (or when such Allegheny Provided Equipment is no longer required by Service Provider for the performance of the Services), Service Provider shall promptly return such Allegheny Provided Equipment to Allegheny in substantially the same condition (as it may have been modified or improved by Service Provider with Allegheny’s approval) as when such Allegheny Provided Equipment was first provided to Service Provider, subject to reasonable wear and tear. THE ALLEGHENY PROVIDED EQUIPMENT IS PROVIDED BY ALLEGHENY TO SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. ALLEGHENY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ALLEGHENY PROVIDED EQUIPMENT, OR ITS CONDITION OR SUITABILITY FOR USE BY SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

(g)

Surplus Equipment . Service Provider shall, at its cost, dispose of any surplus Equipment owned by Allegheny, consistent with the requirements of Schedule 2.8 , and Service Provider shall pay Allegheny any money received from disposal of Allegheny-owned Equipment. Service Provider shall obtain Allegheny’s consent to dispose of any Allegheny-owned Equipment before disposing of such Equipment. Service Provider shall maintain reasonable documentation regarding the disposition of such surplus Equipment, including the costs of and revenues from disposal and as proof of appropriate disposal, and shall make such documentation available to Allegheny upon Allegheny’s request.

6.5

Assignment of Licenses, Leases and Related Agreements.

(a)

Assignment and Assumption . Subject to Service Provider obtaining any Required Consents, on and as of the Commencement Date, Allegheny shall assign to Service Provider, and Service Provider shall assume and agree to perform all obligations arising on or after the Commencement Date that are related to, the Third Party Software licenses,

(b)

Items Not Assignable by Commencement Date . With respect to any such Third Party Software licenses, Equipment Leases or Third Party Contracts that can not, as of the Commencement Date, be assigned to Service Provider without breaching their terms or otherwise adversely affecting the rights or obligations of Allegheny or Service Provider thereunder, the performance obligations shall be deemed to be subcontracted or delegated to Service Provider until any requisite consent, notice or other prerequisite to assignment can be obtained, given or satisfied by Service Provider. It is understood that, from and after the Commencement Date, Service Provider, as a subcontractor or delegatee, shall be financially and operationally responsible for such Third Party Software license, Equipment Lease or Third Party Contract as Allegheny’s agent pursuant to Section 9.11(b) . Service Provider shall use commercially reasonable efforts to satisfy the consent, notice or other prerequisites to assignment and, upon Service Provider doing so, the Third Party Software license, Equipment Lease or Third Party Contract shall immediately be assigned and transferred to and assumed by Service Provider.

(c)

Non-Assignable Items . Allegheny will cooperate with Service Provider in providing information that may be helpful in assisting Service Provider in obtaining any Required Consents. If, after Service Provider using commercially reasonable efforts for a reasonable period of time but not longer than one hundred twenty (120) days after the Commencement Date, a Third Party Software license, Equipment Lease or Third Party Contract cannot be assigned without breaching its terms or otherwise adversely affecting the rights or obligations of Allegheny or Service Provider thereunder, the Parties shall take such actions and execute and deliver such documents as may be necessary to cause the Parties to realize the practical effects of the allocation of responsibilities intended to be effected by this Agreement.

(d)

Modification and Substitution . Service Provider may terminate, shorten, modify or extend the Third Party Software licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under Schedules 2 and 4B of this Agreement and, subject to Section 9.12 , may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider and agreed to by Allegheny, such change(s) (i) shall not constitute a breach of any obligation of Allegheny or the Eligible Recipients under such Software licenses, Equipment Leases or Third Party Contracts; (ii) shall not result in additional financial obligations, financial or operational risk or Losses to Allegheny or the Eligible Recipients; (iii) shall not result in any increase to Allegheny or the Eligible Recipients in the cost of receiving the Services; and (iv) if assumable by Allegheny or the Eligible Recipients, shall not provide for less favorable terms, conditions or prices for Allegheny, the Eligible Recipients and/or their designee(s) following the expiration or termination of the Term or any applicable Service than would otherwise be applicable to Service Provider (except for

6.6

License to Allegheny Licensed Third Party Materials.

6.7

License to Service Provider Licensed Third Party Materials.

6.8

Acquired Assets.

6.9

Managed Third Parties .

(a)

Service Provider shall cause Managed Third Parties to perform in accordance with this Agreement, including Service Levels, and comply with all applicable duties and obligations imposed on Service Provider under this Agreement***.

6.10

Notice of Defaults .

7.

SERVICE LEVELS

7.1

General.

(a)

General Performance Standards . Beginning on the Commencement Date, Service Provider shall perform the Services in respect of the Service Categories at levels of accuracy, quality, completeness, timeliness, responsiveness and resource efficiency that are at least equal to those received by Allegheny or the Eligible Recipients during the twelve (12) month period prior to such date. In addition, Service Provider shall perform such Services at levels of accuracy, quality, completeness, timeliness, responsiveness, resource efficiency and productivity that are at least equal to ***This Section 7.1(a) shall not be deemed to supersede the Service Levels specified in Schedule 3 .

(b)

Service Level Performance Standards . Beginning on the dates specified in Schedule 3 , Service Provider shall perform the Services in respect of a Service Category so as to meet or exceed the Service Levels applicable to that Service Category, as set forth in Schedule 3 .

(c)

Multiple Service Levels . If more than one Service Level applies to any particular obligation of Service Provider, Service Provider shall perform in accordance with the most stringent of such Service Levels.

(d)

Responsibility . Service Provider shall be responsible for meeting or exceeding the applicable Service Levels even where doing so is dependent on the provision of Services by Subcontractors, non-Service Provider Personnel to the extent agreed by the Parties pursuant to Section 4.1(e) , or Managed Third Parties***.

7.2

Service Level Credits; Deliverable Credits.

(a)

***

(b)

7.3

Problem Analysis.

7.4

Continuous Improvement Reviews.

(a)

Improvement of Services Quality . Service Provider acknowledges that the quality of the Services provided in certain Service areas can and will be improved during the Term and agrees that the Service Levels in such Service areas will be enhanced periodically in recognition of the anticipated improvement in service quality. Service Provider will improve the quality of the Services provided in such areas to meet or exceed the enhanced Service Levels and will do so at no additional charge to Allegheny.