Common use of Disentanglement Clause in Contracts

Disentanglement. At County’s discretion, Contractor shall accomplish a complete transition of the services as set forth in Exhibit A to this Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) being terminated from Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any interruption of or adverse impact on the Disentangled Services or any other services provided by third parties. This process shall be referred to as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and otherwise promptly take all steps, including, but not limited to providing to County or any new service provider all requested information or documentation, required to assist County in effecting a complete Disentanglement. Contractor shall provide all information or documentation regarding the Disentangled Services or as otherwise needed for Disentanglement, including, but not limited to, data conversion, client files, interface specifications, training staff assuming responsibility, and related professional services. Contractor shall provide for the prompt and orderly conclusion of all work required under the Agreement, as County may direct, including completion or partial completion of projects, documentation of work in process, and other measures to assure an orderly transition to County or the County’s designee of the Disentangled Services. All Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed by the County at no more than Contractor’s costs, up to the total amount of this Agreement. Contractor shall not receive any additional or different compensation for the work otherwise required by the Agreement. Contractor’s obligation to provide the Services shall not cease until the earlier of the following: 1) The Disentanglement is satisfactory to County, including the performance by Contractor of all asset-transfers and other obligations of Contractor provided in this Paragraph, has been completed to the County’s reasonable satisfaction or 2) twelve (12) months after the Expiration Date of the Agreement.

Disentanglement. At County’s discretionIn the event of termination or expiration of the Contract, the following shall apply. A. Contractor shall work cooperatively with the County to accomplish a complete complete, timely, and seamless transition of the any terminated services as set forth in Exhibit A to this Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) being terminated from Contractor and the Subcontractors subcontractors to the County, or to any replacement provider designated by the County, without any interruption of or adverse impact on the Disentangled Services terminated services or any other services provided by third parties. This process Third-Parties or Services that Contractor shall be referred continue to as the provide (each transition, a “Disentanglement”). Contractor shall fully cooperate with County and any new service provider and otherwise promptly take all stepssteps required or reasonably requested, including, but not limited to providing to County or any new service provider all requested information or documentation, required to assist County in effecting a complete Disentanglementand timely Disentanglement of any terminated services. Contractor shall provide all information or documentation regarding the Disentangled Services terminated services or as otherwise needed for Disentanglement, including, but not limited to, including data conversion, client files, interface specifications, training staff assuming responsibility, and related professional services. Contractor shall provide for the prompt and orderly conclusion of all work required under the Agreementterminated services, as County may direct, including completion or partial completion of projects, documentation of work in process, and other measures to assure an orderly transition to County or the County’s designee of the Disentangled Services. All Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed by the County at no more than Contractor’s costs, up to the total amount of this Agreement. Contractor shall not receive any additional or different compensation for the work otherwise required by the Agreementdesignee. Contractor’s obligation to provide the Services shall not cease until the earlier of the following: 1) The a Disentanglement is satisfactory to County, including the performance by Contractor of all asset-transfers and other obligations of Contractor provided in this ParagraphSection, has been completed completed. B. Contractor will provide one account for County to access a web-based storage platform to retrieve all Data (the “Transition Account”). The Transition Account will be available to the County’s reasonable satisfaction or 2) twelve (12) months County for 90-days prior to the cutoff date, and access will continue for at least 90-days after the Expiration Cutoff Date. The Cutoff Date is the date that all existing user accounts are terminated. C. Contractor shall ensure the Data available via the Transition Account is accessible in a Microsoft SQL Server database format as approved by County. D. Contractor will return Data consisting of images or attachments to records within the AgreementSystem separately in their native format, and not bundled together with other records and data. E. Contractor will return Data in a non-proprietary format, without technical restrictions or need for de-coding, suitable for reproduction and reuse without the assistance of Contractor or any third- party software that places restrictions on access to the records and data in any way. F. Contractor will provide entity relationship diagrams, data dictionaries, and complete data documentation which comprises the design specifications, file types and formats, and all other material necessary to allow a reasonably skilled programmer or analyst to maintain and reuse the Data extracted from Contractor.

Disentanglement. At If directed by County’s discretion, Contractor shall cooperate with County and County’s other vendors and Contractors to ensure a smooth transition at the time of termination of this Contract, regardless of the nature or timing of the termination. Contractor shall cooperate with County to accomplish a complete transition of the services as set forth in Exhibit A to this Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) Contract being terminated from Contractor and the Subcontractors to County, County or to any replacement provider designated by County, without any interruption of or adverse impact on the Disentangled Services those services or any other services provided by third parties. This process shall be referred to as the Disentanglement. Contractor shall fully cooperate with County and any new service provider and otherwise promptly take all steps, including, including but not limited to providing to County or any new service provider all requested information or documentation, documentation required to assist County in effecting a complete Disentanglementtransition to the new service provider. Contractor shall provide all information or documentation regarding the Disentangled Services or as otherwise needed for Disentanglementservices to be transitioned, including, including but not limited to, to data conversionconversion tables, client files, interface specifications, and training staff assuming responsibility, and related professional servicesmaterials. Contractor shall provide for the prompt and orderly conclusion of all work required under the Agreementthis Contract, as County may direct, including completion or partial completion of projects, documentation of work in process, and other measures to assure an orderly transition to County or the County’s designee of the Disentangled Servicesdesignee. All Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed by the County at no more than Contractor’s costs, up to the total amount of this AgreementContract. Contractor shall not receive any additional or different compensation for the work otherwise required by the Agreementthis section. Contractor’s obligation to provide the Services these services shall not cease until the earlier of the following: 1) The Disentanglement is satisfactory to County, including the performance by Contractor of all asset-transfers and other obligations of Contractor provided in this Paragraph, has been completed to the County’s reasonable satisfaction satisfaction. Return, Transfer and Removal of Data and other Assets: Upon termination of this Contract, Contractor shall return to County all County-furnished assets in Contractor’s possession. Upon termination of this Contract, Contractor shall ensure that any and all of County’s data maintained by Contractor is extracted in a commercially recognized format acceptable to County prior to the termination date or 2) twelve (12) months after the Expiration Date completion of the AgreementDisentanglement period, whichever is later, and that said data is securely transmitted to County or County’s designee. Upon confirmation by the County that all data has been received, Contractor shall immediately delete County data.

Disentanglement. At County’s discretionUpon termination or expiration of this Agreement, Contractor shall take all necessary and appropriate actions to accomplish a complete complete, timely and seamless transition of the any terminated services as set forth in Exhibit A to this Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) being terminated from Contractor and Audiologists to the Subcontractors to County, or to any replacement provider contractors designated by County, County (“Replacement Contractors”) without causing any interruption of or adverse impact on the Disentangled Services or any other services under this Agreement and/or services provided by any third partiesparties (the “Disentanglement”). This process shall be referred to as Without limiting the Disentanglement. generality of the foregoing, Contractor shall fully shall: (a) cooperate with County and any new service provider and otherwise and/or the Replacement Providers, including promptly take taking all steps, including, but not limited to providing to County or any new service provider all requested information or documentation, steps required to assist County in effecting a complete Disentanglement. Contractor shall ; (b) provide to County and/or Replacement Providers all information or documentation regarding the Disentangled Services or as otherwise needed for Disentanglement, Disentanglement including, but not limited towithout limitation all data, data conversion, client files, interface specifications, training staff assuming responsibility, documents and related professional services. Contractor shall information pertaining to the services provided under the Agreement; (c) provide for the prompt and orderly conclusion of all work required under the Agreementwork, as County may direct, including completion or partial completion of projects, documentation of work in process, progress and other measures to assure provide an orderly transition; (d) provide any training or orientation needed to transition services to County or Replacement Providers; and (e) accomplish any other measures requested by County to ensure an orderly transition to the County or the County’s designee of the Disentangled Services. All Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed by the County at no more than Contractor’s costs, up to the total amount of this Agreement. Contractor shall not receive any additional or different compensation for the work otherwise required by the AgreementReplacement Providers. Contractor’s obligation to provide the Services services under this Agreement shall not cease until the earlier of the following: 1) The Disentanglement is reasonably satisfactory to County, including the performance by Contractor of all asset-transfers and other obligations of Contractor provided in this Paragraph, has been completed to the County. Contractor and County shall discuss in good faith a plan for determining the nature and extent of Contractor’s reasonable satisfaction Disentanglement obligations and for the transfer of services to the County or 2) twelve (12) months after the Expiration Date Replacement Provider; provided however, that Contractor’s obligation under this Agreement to provide all services necessary for Disentanglement shall be deemed a part of the services required under this Agreement and included within the Compensation set forth in Exhibit B. In no event will Disentanglement services require additional charges or fees over and able those set forth in this Agreement. EXHIBIT C INSURANCE REQUIREMENTS FOR The Contractor shall indemnify, defend, and hold harmless the County of Santa Xxxxx (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest.

Disentanglement. At Contractor shall cooperate with County and County’s discretionother contractors to ensure a smooth transition at the time of expiration or termination of this Agreement, regardless of the nature or timing of the termination. Contractor shall accomplish a complete transition of the services as set forth in Exhibit A cooperate with County's efforts to this Agreement (for purposes of this Article 3.1, these shall be referred to as the “Disentangled Services”) being terminated from Contractor and the Subcontractors to County, or to any replacement provider designated by County, without any ensure that there is no interruption of or work required under the Agreement and no adverse impact on the Disentangled Services supply of goods, provision of services or any other services provided by third parties. This process shall be referred to as the DisentanglementCounty’s activities. Contractor shall fully cooperate with return to County all County assets or information in Contractor’s possession. For any software programs developed for use under the County's Agreement, Contractor shall provide a nonexclusive, nontransferable, fully-paid, perpetual, irrevocable, royalty-free worldwide license to the County, at no charge to County, to use, copy, and modify, all work or derivatives that would be needed in order to allow County to continue to perform for itself, or obtain from other providers, the services as the same might exist at the time of termination. County shall be entitled to purchase at net book value those Contractor assets used for the provision of services to or for County, other than those assets expressly identified by the parties as not being subject to this provision. Contractor shall promptly remove from County’s premises, or the site of the work being performed by Contractor for County, any new service provider and otherwise promptly take all stepsContractor assets that County, includingor its designee, but chooses not limited to providing purchase under this provision. Contractor shall deliver to County or any new service provider its designee, at County’s request, all requested information or documentation, required documentation and data related to assist County in effecting a complete Disentanglement. Contractor shall provide all information or documentation regarding the Disentangled Services or as otherwise needed for DisentanglementCounty, including, but not limited to, data conversion, the County Data and client files, interface specificationsheld by Contractor, training staff assuming responsibilitywithin sixty (60) days of request. TASER will not delete any Agency Content as a result of a termination during a period of 365 days following termination. During this 365-day period the Agency may retrieve Agency Content only if all amounts due have been paid (there will be no application functionality of the Xxxxxxxx.xxx Services during this 365-day period other than the ability to retrieve Agency Content). The Agency will not incur any additional fees if Agency Content is downloaded from Xxxxxxxx.xxx during this 365-day period. TASER has no obligation to maintain or provide any Agency Content after this 365-day period and will thereafter, unless legally prohibited, delete all of Agency Content stored in the Xxxxxxxx.xxx Services. Upon request, TASER will provide written proof that all Agency Content has been successfully deleted and related professional servicesfully removed from the Xxxxxxxx.xxx Services. Contractor The County shall provide own the video/data contained in the System and can export the data at any time and for any reason. This may be facilitated in a number of ways including bulk export or in the prompt and orderly conclusion format that is compatible with the County’s enterprise database platform, if required by County. Data may be exported in the format that it was recorded (MP4 for Axon captured assets) or via system APIs. Upon Agreement expiration and/or termination of all work required under the Agreement, as County may direct, including completion or partial completion Contractor shall not delete any of projects, documentation of work in process, and other measures to assure an orderly transition to County or the County’s designee of the Disentangled Servicesvideo/data for 365 days. All Contractor work done as part of the Disentanglement shall be performed by Contractor and will be reimbursed The County may retrieve its video/data at no additional cost. After notification is given by the County at no more than Contractor’s costs, up to the total amount of this Agreement. Contractor shall not receive any additional or different compensation for the work otherwise required by the Agreement. Contractor’s obligation to provide the Services shall not cease until the earlier of the following: 1) The Disentanglement is satisfactory to County, including and the performance by Contractor of all asset-transfers and other obligations of Contractor provided data is securely deleted, TASER shall confirm such deletion in this Paragraph, has been completed writing to the County’s reasonable satisfaction or 2) twelve (12) months after the Expiration Date of the Agreement.