Exit Assistance. 14.1 If UBS terminates the Agreement pursuant to clause 10.2(a) (Term and Termination) of the General Terms and Conditions or otherwise for cause, Supplier shall if requested by UBS provide Exit Assistance at no charge to UBS.
14.2 If Exit Assistance is requested by UBS in any other termination or expiration scenario, Supplier shall provide Exit Assistance and UBS shall pay Supplier’s reasonable associated charges.
14.3 During the provision of Exit Assistance, Supplier shall continue to provide, and shall remain accountable for the provision of, the Cloud Services in accordance with the terms of the Agreement.
Exit Assistance. 5.1 Supplier shall, where requested by UBS, provide Exit Assistance. Exit Assistance shall, unless expressly agreed otherwise, continue for such period as UBS may specify, subject to a maximum of eighteen (18) months following the date of termination or expiration of the Agreement.
5.2 If the Agreement is terminated due to a breach by Supplier or due to a rejection by UBS of the Cloud Services pursuant to UBS’s Acceptance rights under the Agreement, the Exit Assistance shall be provided at no charge to UBS. If the Agreement expires or is terminated due to a breach by UBS, or is terminated by UBS without cause, Supplier shall be entitled to charge UBS for Exit Assistance on the basis of the rates set out in the Supply Order or the Exit Plan, and if no specific rates were agreed, based on Supplier’s standard rate card.
5.3 Supplier shall develop and submit an Exit Plan to UBS, as follows:
(a) for all Agreements with a term greater than twelve (12) months, within three (3) months of the Effective Date and such Exit Plan will be subject to a joint review, and approval by UBS (acting reasonably) on submission and thereafter every twelve (12) months; or
(b) for Agreements with a term of twelve (12) months or less, on request from UBS at any time during the term of the Agreement and such Exit Plan will be subject to a joint review and approval by UBS (acting reasonably) on submission.
5.4 The Exit Plan will include, as a minimum:
(a) an overview of the exit strategy and how it will be effectively and efficiently implemented in all expiration and termination scenarios;
(b) details of Supplier’s functions and other third-party resources that will provide Exit Assistance;
(c) any fees to be paid to Supplier for Exit Assistance in accordance with clause 5.2 above;
(d) a timetable for the transfer of operational responsibilities, including delivery dates, project milestones, process, list of transferable assets, the responsibilities of each of the Parties and how Knowledge Transfer will be effected; and
(e) a process for the transfer of any UBS Data or UBS Systems held by Supplier back to UBS, or to any successors of Supplier nominated by UBS.
5.5 During the provision of Exit Assistance, Supplier shall continue to provide, and shall remain accountable for the provision of, the Cloud Services in accordance with the terms of the Agreement.
Exit Assistance. 17.1 The Customer may, at any time before termination of this Agreement, request the Supplier to provide reasonable assistance in transitioning the Services to the Customer or any replacement service provider, including deletion of Customer data from any Supplier Equipment (the “Exit Assistance”).
17.2 The Supplier shall provide such Exit Assistance for a maximum period of three months (the “Exit Assistance Period”).
17.3 Where the provision of any Exit Assistance extends beyond the Term, the Parties agree that the terms of this Agreement shall continue in force for the duration of the Exit Assistance Period.
17.4 The Supplier shall be entitled to charge the Customer for any Exit Assistance. Unless otherwise agreed in writing, such Charges shall be in accordance with the Supplier’s day rates applicable to Services provided on a time and materials basis as set out in the Supplier’s Standard Charges Document, together with Charges for all Supplier costs relating to the provision of any Exit Assistance, including the cost of obtaining and/or renewing any software licences.
17.5 The Supplier shall, on request by the Customer at any time following the first anniversary of the relevant Commencement Date, prepare and provide to the Customer an exit plan setting out the key activities, deliverables and dependencies involved in transition of the Services to a replacement supplier. The Supplier shall then perform any Exit Assistance in accordance with such exit plan.
Exit Assistance. 16.1 If UBS terminates the Agreement pursuant to clause 10.2(a) (Term and Termination) of the General Terms and Conditions or otherwise for cause, Supplier shall if requested by UBS provide Exit Assistance at no charge to UBS.
16.2 If Exit Assistance is requested by UBS in any other termination or expiration scenario, Supplier shall provide Exit Assistance and UBS shall pay Supplier’s reasonable associated charges.
16.3 During the provision of Exit Assistance, Supplier shall continue to provide, and shall remain accountable for the provision of, the Software and Software Support & Maintenance Services in accordance with the terms of the Agreement.
Exit Assistance. 6.13.1 The Supplier shall provide such support and assistance required in order to achieve a smooth transfer of the Placement Services to the Customer or a Replacement Supplier before and after the Expiry Date as specified by the Customer at any time prior to (or within ninety (90) days following) the occurrence of a termination or expiry of the Contract, in order to achieve a smooth transfer of the Placement Services to the Customer or any Replacement Supplier following such termination or expiry.
6.13.2 The Customer shall reimburse the Supplier for any reasonable additional costs incurred in providing the assistance referred to in clause 6.13.1 above provided that such costs do not exceed the rates forming part of the Maximum Contract Sum, the Supplier notifies the Customer of such costs in advance and the Supplier is not required to provide the assistance under any other contractual obligation.
Exit Assistance. The Parties shall use all reasonable endeavours to agree a draft exit plan for the activities necessary to facilitate the orderly transfer of the Managed Service to the Purchaser or a New Contractor. Unless and until the parties agree a final version, the remaining provisions of this Clause 24 will serve as the exit plan. On the serving of any notice of termination of this Contract or, if earlier, on its termination, the Supplier shall comply with the exit plan for the period of up to 12 months as nominated by the Purchaser.
Exit Assistance. 22.1 Upon termination of this Agreement in accordance with its terms, the Supplier will:
22.1.1 forthwith deliver to the Customer all documents, records and material, Deliverables and Intellectual Property belonging to the Customer;
22.1.2 return or destroy (as directed by the Customer) any Customer Data in its possession or control. If required by the Customer, the Supplier shall provide written confirmation that any such Customer Data held has been destroyed and that no copies have been retained, except for any copies legitimately required to be retained for audit purposes, which copies shall be remain subject to the confidentiality obligations as set out at Clause 12, or which are within back-up files kept by the Supplier as part of its normal security procedures (and dealt with thereafter in accordance with those procedures); and
22.1.3 subject to agreement between the Parties of the additional costs incurred by the Supplier which shall be charged at the then standard rate of charges of the Supplier, will co-operate with the Customer and any third party supplier to ensure the continuity of the Services required by the Customer.
Exit Assistance. 19.1 Without prejudice to any other rights and obligations in an Agreement, Supplier shall co-operate and provide reasonable assistance required by Client to ensure an orderly transition of the Services to Client or any replacement supplier in the event of termination or expiry of an Agreement.
Exit Assistance. 39.1 The Parties shall use all reasonable endeavours to agree a draft exit plan for the activities necessary to facilitate the orderly transfer of the Services to the Purchaser or a New Contractor. Unless and until the Parties agree a final version, the remaining provisions of this Clause 39 will serve as the exit plan. On the serving of any notice of termination of the Agreement or, if earlier, on its termination, the Contractor shall comply with the exit plan for the period of up to 12 months as nominated by the Purchaser.
39.2 The objectives of the exit services to be provided by the Contractor are:
39.2.1 to maintain continuity of supply and minimise any disruption to the
39.3 The Contractor must perform all exit services in a manner that is consistent with and calculated to achieve these objectives.
39.4 The Contractor must provide the Purchaser and the Replacement Contractor with all information reasonably required to assume responsibility for the ongoing provision of the Services, including:
39.4.1 details of all tools, equipment, software and other materials used by the Contractor to provide the Services;
39.4.2 up-to-date and complete records of all Services provided by the Contractor;
39.4.3 full details of all outstanding, incomplete or ongoing Services; and
39.4.4 a copy of all Purchaser Data in the Contractor’s possession or control.
39.5 All information to be provided by the Contractor as part of the exit services will be supplied in a format and at a time specified by the Purchaser. If the Purchaser does not specify a format, the information must be supplied in a common non-proprietary format.
39.6 The Contractor will make available appropriate personnel to:
39.6.1 attend handover meetings with the Purchaser and/or the New Contractor (as applicable);
39.6.2 answer all reasonable questions from the Purchaser and/or the New Contractor about the provision of the Services; and
39.6.3 explain any documentation and other materials provided by the Contractor in connection with the exit process.
39.7 Notwithstanding the foregoing, the Contractor shall not be required, as part of any exit plan, to provide any of its confidential information or make available any of its Intellectual Property Rights to any Replacement Contractor which is a direct competitor of the Contractor.
39.8 The Contractor will provide all reasonable assistance requested by the Purchaser for the purposes of migrating the Purchaser Data from the Contractor’s systems onto the syste...
Exit Assistance. 3.1.1 The obligation to provide the Exit Assistance and fulfil all the obligations of this Schedule 3 from the relevant date is independent of and not contingent upon the Parties having an agreed form of Exit Plan in place. Where there is an agreed Exit Plan in place, Basingstoke shall provide to XXXX and to the Joint Governance Group weekly reports of progress against the Exit Plan and of any problems, anticipated problems and delays and of any appropriate actions to be taken by BASINGSTOKE in response.
