Common use of Exit Transition Services Clause in Contracts

Exit Transition Services. Prior to termination of any Service and in addition to the Services set forth herein, at Connect LLC’s reasonable request, Change Healthcare shall provide such assistance and transition services as are reasonably required in order to transition such Services to another third-party service provider or to Connect LLC (“Exit Transition Services”). The TSA Steering Committee will review plans for Exit Transition Services prepared jointly by the operations teams of both Parties and approve a proposed timeline for transitioning each of the Services to Connect LLC to new service providers. The parties will use commercially reasonable efforts to ensure that such separation timelines are met. Each Party will provide the other Party in a timely fashion all reasonably relevant information, policies, procedures, methods of operation and other data requested to effect the transition or migration of such Service to Connect LLC or a third party service provider, including but not limited to (i) an electronic copy in the then-current format of all Connect LLC Data that is in Change Healthcare’s possession related to the terminated Service, (ii) a written description of processes and procedures used by Change Healthcare in connection with the provision of such terminated Services to the Connect Business to the extent such descriptions exist, (iii) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Connect Business to the extent such descriptions exist, and (iv) written training and onboarding materials used in the Connect Business to the extent such materials exist. In addition, Change Healthcare will, upon Connect LLC’s reasonable request, promptly make available knowledgeable Change Healthcare personnel for knowledge transfer and discussion with respect to the Services and the processes, procedures and systems used in the provision of the Services. Each Party will use commercially reasonable efforts to obtain consents for services, systems and software required to complete the Exit Transition Services. Upon Connect LLC’s reasonable request, for shared information technology agreements with third-parties which were not included in the Connect Assets where the vendor will, upon request, divide the license, Change Healthcare and Connect LLC shall work together and exercise commercially reasonable efforts to cause the portions of such licensed units that have been primarily used by the Connect Business to be assigned to Connect LLC under an enterprise or other agreement with the relevant information technology vendor. For the avoidance of doubt, entry into a new enterprise or other agreement with such vendor shall be the responsibility of Connect LLC; provided that, Change Healthcare shall provide requisite assistance as is reasonably requested by Connect LLC in securing such new agreement at no additional charge.