Common use of Exit Assistance Clause in Contracts

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. 5.1 Supplier shall, where requested by UBS, 2.1 Maintel shall provide Exit Assistance. chargeable Exit Assistance shall, unless expressly agreed otherwise, continue Services as required under this Schedule in order to effect a seamless transfer of responsibility for such period as UBS may specify, subject the Affected Services from Maintel to a maximum successor supplier (“Exit Assistance Services”). The nature, period and extent of eighteen Exit Assistance Services provided by Maintel will vary depending upon the circumstances in which the Affected Services shall cease to be provided by Maintel, namely: 2.1.1 termination (18howsoever caused) months following the date of termination this Agreement (in whole or expiration in part); 2.1.2 expiry of the Agreementthis Agreement (in whole or in part). 5.2 If 2.2 Subject to Paragraph 2.3, and unless the Agreement Parties agree otherwise or as 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 otherwise stated in this Agreement, the periods during which the relevant 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 (each such period being an "Exit Assistance Period") shall be entitled a period specified by the Partner but (subject to charge UBS for paragraph 2.5) not exceeding 12 months. 2.3 The Partner may, at its option, extend any Exit Assistance on Period (and thereafter any period of extension) and where relevant the basis of the rates set out in the Supply Order or the Exit PlanTerm upon written notice provided to Maintel, 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 followseither: (a) for all Agreements with a term greater than twelve (12) months, within three (3) months of the Effective Date and such 2.3.1 to enable Exit Plan will Assistance Services to be subject to a joint review, and approval by UBS (acting reasonably) on submission and thereafter every twelve (12) monthscompleted; or (b) 2.3.2 to enable the Affected Services to be provided for Agreements an extended period until such time as the successor supplier is able to provide the Replacement Services. 2.4 Prior to the Partner giving notice pursuant to Paragraph 2.3 the Partner shall consult with a term of twelve (12) months or less, on request from UBS at Maintel to ascertain whether any time during the term of the Agreement and such Exit Plan will be subject to a joint review and approval activities undertaken 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 Maintel in accordance with clause 5.2 above; the Exit Plan or the Affected Services Exit Plan (das applicable) a timetable will need to be reversed in whole or in part in order 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 provide Services in accordance with this Agreement without undue risk or cost during the terms of extended Exit Assistance Period. If any such activities are identified, the AgreementParties shall, acting reasonably, agree modifications to the Exit Plan or Affected Services Exit Plan (as applicable) to accommodate them.