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"Termination Assistance Services" shall mean (1) the Services (and any replacements thereof or <br />substitutions therefor), to the extent IRC requests such Services during the Termination <br />Assistance Period, (2) National's cooperation with IRC or another service provider designated by <br />IRC in the transfer of the Services to IRC or such other service provider in order to facilitate the <br />transfer of the Services to IRC or such other service provider and (3) any Out -of -Scope Services <br />requested by IRC in order to facilitate the transfer of the Services to IRC or another service <br />provider designated by IRC. <br />"Third -Party Providers" shall mean any parties other than National and IRC that are providing <br />services and equipement in connection with Exhibit 1. <br />"Tools" shall mean any Software development and performance testing tools, know-how, <br />methodologies, processes, technologies or algorithms and Related Documentation used by <br />National in providing the Services and based upon trade secrets or proprietary information of <br />National or otherwise owned or licensed by National. <br />"Use" shall mean the right to use, load, execute, store, transmit, display, distribute, copy, <br />maintain, modify, enhance and create derivative works. <br />"WMDVBE" shall mean a certified Women Minority Disabled Veteran Business Enterprise. <br />77 <br />