Disengagement Services. On expiry or termination of this agreement, the Provider must provide all disengagement services requested by the Authority and/or specified in the non-functional specification for up to 18 months after expiry or termination, and will reasonably co-operate with the Authority or the Authority’s nominated new provider (as the case may be) to ensure an orderly transition of the services to the Authority’s new provider in a timely fashion with minimal disruption to the Authority’s business and to participants’ respective businesses. Those disengagement services will include, if requested by the Authority:
13.1.1 the continued provision of the services, or part of the services, being provided to the Authority prior to termination as requested by the Authority in accordance with this agreement. The Authority must continue to pay the fees for such services in accordance with the agreement (or a reasonable proportion of those fees if only part of the services are required). For the purposes of this clause 13.1.1, the reasonable proportion of such fees shall reflect:
(a) the Provider's actual costs of continuing to perform the relevant
(b) a reasonable profit, consistent with the nature and quantum of fees that would be payable to a provider of services comparable to the services (as revised) provided under this agreement. If there is any disagreement between the parties as to the reasonable proportion of such fees payable by the Authority the dispute shall be resolved by mediation and, if necessary, expert determination in accordance with clause 16 (Dispute Resolution) of this agreement. Each party agrees to provide to the mediator or expert all information and assistance required for this purpose. Each party will bear an equal share of the costs and expense of the mediation or expert determination. The costs and profit referred to in this clause 13.1.1 will be assessed on a fully transparent, open book basis.
13.1.2 the supply to the Authority for its ongoing use up to date copies of the
13.1.3 training for the Authority and the new provider’s personnel in respect of the relevant services provided by the Provider under this agreement.
Disengagement Services. Supplier shall invoice Health Net for Disengagement Services payable by Health Net as provided in Section 16.5(b) of the Terms and Conditions.
Disengagement Services. On termination of this Agreement, xxxX.xxx.xx may offer to provide you with disengagement support services at our then current rates, and such disengagement support services must be agreed in writing by the Parties.
Disengagement Services. 13.1 On expiry or termination of this agreement the Provider must provide all disengagement services requested by the Authority and/or specified in the non- functional specification for up to 18 months after expiry or termination, and will reasonably co-operate with the Authority or the Authority’s nominated new provider (as the case may be) to ensure an orderly transition of the services to the Authority’s new provider in a timely fashion with minimal disruption to the Authority’s business and to participants’ respective businesses. Those disengagement services will include, if requested by the Authority:
13.1.1 the continued provision of the services, or part of the services, being provided to the Authority prior to termination as requested by the Authority in accordance with this agreement. The Authority must continue to pay the fees for such services in accordance with this agreement (or a reasonable proportion of those fees if only part of the services are required). To avoid doubt, the fees payable are the fees applicable for the year in which the disengagement services are provided;
13.1.2 the supply to the Authority for its ongoing use up to date copies of the
13.1.3 training for the Authority and the new provider’s personnel in respect of the relevant services provided by the Provider under this agreement. The Authority will pay the Provider for any disengagement services that are in addition to the services being provided to the Authority prior to termination at the hourly rates.
13.2 Subject to clause 13.1, the Provider will, at the Provider’s own cost, transfer all data and processed data (in a form reasonably required by the Authority and in accordance with the data transfer plan) that the Provider holds as FTR manager to the Authority or if the Authority requests, to the incoming FTR manager, and will provide a certificate to the Authority confirming that the data it has transferred is all the data and processed data it is required to transfer under this clause 13.2.
13.3 Notwithstanding any obligation on the Provider under this agreement to transfer data and processed data, the Provider will be entitled to retain a copy of such data to comply with any obligations it has at law.
13.4 The parties will negotiate in good faith to agree a data transfer plan (the "data transfer plan") which sets out the timing and other requirements for the transfer of data and processed data in accordance with clause 13.2. When determining timing, the parties wil...
Disengagement Services. 4.1 The disengaging AFASP must:
(a) prior to carrying out any disengagement activities with its Customers, provide to FRNSW a Disengagement Plan specifying how the disengaging AFASP proposes to carry out the transition of all its Alarm Installation monitoring services to other AFASPs. The Disengagement Plan must be approved by FRNSW before the disengaging AFASP commences any disengagement activities;
(b) provide copies of all current contracts with Customers to FRNSW; Note: See Instruction No. 1: AFASP Supply of Customer Data (AFA-I-01).
(c) provide up to date Customer lists and billing information to FRNSW and other AFASPs at no cost;
(d) arrange, and cooperate with FRNSW, to novate all current Customer contracts to other AFASPs within the Disengagement Period at no cost; and
(e) if required by FRNSW:
(i) ensure that monitoring services to all Customers are maintained until transfer to another AFASP is completed;
(ii) allow FRNSW or its nominee to operate the disengaging AFASP’s Alarm Installation monitoring centre at no cost to FRNSW or its nominee; and
(iii) provide all materials, staff and information necessary to operate the monitoring centre.
4.2 The disengaging AFASP irrevocably appoints FRNSW as its attorney to sign all documents and do all things necessary on the AFASP’s part which the AFASP is obliged to do under the Agreement, including under this Disengagement Plan, and which the AFASP fails to do or execute within 5 days of FRNSW giving notice to the AFASP requiring the AFASP to do any specified thing or sign any specified document as required by the Disengagement Plan.
4.3 Where FRNSW is required to perform any Alarm Installation monitoring services which would otherwise have been or should have been provided by the disengaging AFASP, the disengaging AFASP will pay to FRNSW its reasonable costs for performing those Alarm Installation monitoring services.
4.4 The disengaging AFASP hereby indemnifies FRNSW for any loss, cost or liability FRNSW incurs or suffers as a result of the disengaging AFASP’s failure to supply the Disengagement Services in accordance with the terms of the Agreement.
Disengagement Services. If requested by Customer, Service Provider will provide Disengagement Services in accordance with Section 14.7 of the Agreement. The price of Disengagement Services (other than the Services continuing during the disengagement period) shall be documented in a Supplement to Schedule A.
Disengagement Services. On termination of this Agreement, the Service Provider must: cooperatively work with MLA and comply with MLA’s reasonable directions in order to allow MLA to source and appoint a replacement supplier; use its best endeavours to ensure an effective and orderly undertaking of a transition of the provision of the Services and/or Deliverables to MLA or MLA’s nominated replacement supplier; perform all obligations set out in the Disengagement Plan; and continue to provide the Services and/or Deliverables for the period set out in the Disengagement Plan and in accordance with the terms of this Agreement.
Disengagement Services. 13.1 On expiry or termination of this agreement the Provider must provide all disengagement services requested by the Commission for up to 18 months after expiry or termination, and will reasonably co-operate with the Commission or the Commission’s nominated new provider (as the case may be) to ensure an orderly transition of the services to the Commission’s new provider in a timely fashion with minimal disruption to the Commission’s business. Those disengagement services will include, if requested by the Commission:
13.1.1 the continued provision of the services, or part of the services, being provided to the Commission prior to termination as requested by the Commission in accordance with this agreement. The Commission must continue to pay the fees for such services in accordance with this agreement (or a reasonable proportion of those fees if only part of the services are required). To avoid doubt, the fees payable are the fees applicable for the year in which the disengagement services are provided; and
13.1.2 training for the Commission and the new provider’s personnel in respect of the relevant services provided by the Provider under this agreement. The Commission will pay the Provider for any disengagement services that are in addition to the services being provided to the Commission prior to termination at the hourly rates.
13.2 Subject to clause 13.1, the Provider will, at the Provider’s own cost, transfer all data and processed data (in a form reasonably required by the Commission and in accordance with the data transfer plan) that the Provider holds as clearing manager (including, to avoid doubt, data directly or indirectly received by the Provider under the Clearing Manager SPA) to the Commission or if the Commission requests, to the incoming clearing manager, and will provide a certificate to the Commission confirming that the data it has transferred is all the data and processed data it is required to transfer under this clause 13.2.
13.3 Notwithstanding clause 13.2, should the transfer of data and processed data under clause 13.2 reasonably take the Provider more than 16 hours to complete, the Commission will pay the Provider at the hourly rate for each full hour reasonably spent transferring data and processed data over and above 16 hours.
13.4 Notwithstanding any obligation on the Provider under this agreement to transfer data and processed data, the Provider will be entitled to retain a copy of such data to comply with any obligations it ...
Disengagement Services. During the Disengagement Period in respect of any termination or expiry, and regardless of the reason for the termination or expiry:
(a) the Service Provider will provide such assistance as the Industry Body requests, in order to achieve the orderly and seamless transition of the Services to the Industry Body and/or its nominated third party provider, with minimal disruption to the Industry Body’s business;
(b) in particular, the Industry Body and the Service Provider will each perform their respective tasks and responsibilities as required under the Disengagement Plan, subject to any changes reasonably necessary given the scope of the Services and the duration of the Disengagement Period;
(c) in addition, the Service Provider will, to the extent requested by the Industry Body and reasonably necessary for an orderly and seamless transition of the Services to the Industry Body and/or its nominated third party provider, with minimal disruption to the Industry Body’s business:
(i) provide the Industry Body or its nominated third party provider with:
(A) copies of the latest releases of the Application and Website, in object and Source Code format;
(B) copies of such versions of the Application Data as are reasonably required by the Industry Body (including any backup copies held by the Service Provider), in an open format reasonably required by the Industry Body;
(C) appropriate training and knowledge transfer in relation to the Services any assets to be sold to the Industry Body under this clause; and
(D) such other information, assistance and co-operation as the Industry Body or its nominated third party provider may reasonably require; and
(ii) sell to the Industry Body or its nominated third party provider at book value any assets which are owned by the Service Provider or its Related Companies and exclusively used by the Service Provider to provide the Services.
Disengagement Services. General Obligations
41.1. Upon termination or expiration of this Agreement, the Service Provider shall have completed the Disengagement Services for the Services in full cooperation with Transnet, its Affiliates and/or third parties including as the case may be, any replacement Service Provider(s) that may be designated by Transnet (the “Replacement Service Provider”) and
41.2. generally, accomplish a complete handover of the Services from Service Provider to any Replacement Service Provider(s) designated by Transnet without causing any unnecessary interruption of, or causing any unnecessary adverse impact on the Services. 41.3. Clauses 41.4 to 41.13 hereunder sets forth the framework for a Disengagement Plan, which outlines the high level obligations and tasks required to accomplish an orderly transition to Transnet, its Affiliates and/or the Replacement Service Provider.
41.4. The Service Provider's obligation to provide the Services shall not cease until the Disengagement Services have been completed in accordance with this clause 41, to the satisfaction of Transnet.
