Common use of File Access Clause in Contracts

File Access. The Department shall at all times have unrestricted access to all computer files containing Department data, whether in the Provider’s possession or that of any subcontractor. Upon termination of the contract, or during the six-month period prior to expiration of the contract, if the Department desires to offer employment to Provider employees or subcontracted persons providing services, the Provider, its subcontractors or affiliates shall not interfere with the Department’s efforts, shall not enforce any restrictions imposed on such employees or subcontracted persons by agreement or policy (i.e. employment contract, non-compete clauses or other similar covenants) which would interfere with the Department’s efforts, and shall provide the Department access to such employees and subcontracted persons for the purposes of interviews, evaluations, recruitment and hiring by the Department or the Department’s designated successor provider(s). Further, the Provider agrees to supply the Department with the names and compensation scales of the Provider’s employees or subcontracted persons performing services for the Department. The Provider shall waive, and shall cause its subcontractors and affiliates to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by the Department, or the Department's designated successor provider(s). The Department, or their designated successor provider(s), shall have reasonable access to such Provider personnel for interviews, evaluations and recruitment. Any such employment by the Department would not be effective until termination or expiration of the contract. If the Department hires an employee or subcontracted person who has been provided under the contract, the Department shall not be liable to the Provider or any Provider subcontractor for any fee (e.g., a finder’s fee, a penalty or general compensation) for such Provider, subcontractor or affiliate. In exercising its rights set forth above, the Department shall use reasonable efforts to avoid materially interfering with the Provider’s ability to perform the services contemplated by this contract. With respect to subcontractors, the Provider shall use all commercially reasonable efforts to (a) obtain for the Department, or their designated successor provider, the rights specified in this paragraph for its personnel and (b) work to confirm that such rights are not subject to subsequent subcontractor approval or the payment by the Department, or their designated successor provider (s) or any fees. If the Provider is unable to obtain any such rights with respect to a subcontractor, it shall notify the Department in advance and shall not use such subcontractor without the Department Contract Manager’s written approval and, absent such approval, the Provider’s use of any such subcontractor shall obligate the Provider to obtain or arrange, at no additional cost to the Department, the rights specified in this paragraph, for the Department, or their designated successor provider(s) upon expiration or termination of this contract.

File Access. The Department shall at all times have unrestricted access to all computer files containing Department data, whether in the Provider’s possession or that of any subcontractor. Upon termination of the contract, or during the six-month period prior to expiration of the contract, if the Department desires to offer employment to Provider employees or subcontracted persons providing services, the Provider, its subcontractors or affiliates shall not interfere with the Department’s efforts, shall not enforce any restrictions imposed on such employees or subcontracted persons by agreement or policy (i.e. employment contract, non-compete clauses or other similar covenants) which would interfere with the Department’s efforts, and shall provide the Department access to such employees and subcontracted persons for the purposes of interviews, evaluations, recruitment and hiring by the Department or the Department’s designated successor provider(s). Further, the Provider agrees to supply the Department with the names and compensation scales of the Provider’s employees or subcontracted persons performing services for the Department. The Provider shall waive, and shall cause its subcontractors and affiliates to waive, their rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by the Department, or the Department's designated successor provider(s). The Department, or their designated successor provider(s), shall have reasonable access to such Provider personnel for interviews, evaluations and recruitment. Any such employment by the Department would not be effective until termination or expiration of the contract. If the Department hires an employee or subcontracted person who has been provided under the contract, the Department shall not be liable to the Provider or any Provider subcontractor for any fee (e.g., a finder’s fee, a penalty or general compensation) for such Provider, subcontractor or affiliate. In exercising its rights set forth above, the Department shall use reasonable efforts to avoid materially interfering with the Provider’s ability to perform the services contemplated by this contract. With respect to subcontractors, the Provider shall use all commercially reasonable efforts to (a) obtain for the Department, or their designated successor provider, the rights specified in this paragraph for its personnel and (b) work to confirm that such rights are not subject to subsequent subcontractor approval or the payment by the Department, or their designated successor provider (s) or any fees. If the Provider is unable to obtain any such rights with respect to a subcontractor, it shall notify the Department in advance and shall not use such subcontractor without the Department Contract Manager’s written approval and, absent such approval, the Provider’s use of any such subcontractor shall obligate the Provider to obtain or arrange, at no additional cost to the Department, the rights specified in this paragraph, for the Department, or their designated successor provider(s) upon expiration or termination of this contract.