Migration Planning Sample Clauses
Migration Planning. 1.1 Within four weeks of the date of this agreement, the parties shall meet to undertake a joint discussion in relation to the Transitional Services and the general approach to the transfer of the Transitional Services from the Seller to the Purchaser or a Replacement Service Provider for the benefit of the Business (Migration Workshop). At a minimum, the parties shall discuss and attempt to agree at the Migration Workshop:
(a) whether any adjustments or changes are required to the list of Transitional Services or to the description of each of the Transitional Services (any such adjustments or changes to be agreed in writing by the parties);
(b) whether or not to shorten or lengthen the Service Term in respect of any Transitional Service or whether, in fact, any Transitional Service is not required to be provided by the Seller to the Purchaser (any such adjustments to be agreed in writing by the parties); and
(c) the resources, activities and timetable required to achieve the successful transfer of the Transitional Services from the Seller to the Purchaser or a Replacement Service Provider for the benefit of the Business.
1.2 Within seven weeks following the date of this agreement, the Purchaser shall provide to the Seller for review, a draft migration plan setting out any adjustments to the Transitional Services and/or the Service Terms and the steps the parties intend to take to enable the Transitional Services to be transferred to the Purchaser or a Replacement Service Provider for the benefit of the Business as soon as reasonably practicable after the Completion Date and, in any event, by the end of the Maximum Transitional Period, such draft to be consistent with any agreement reached in the Migration Workshop. The Seller shall provide written comments to the Purchaser in respect of the draft migration plan within one week of receipt of the draft migration plan from the Purchaser.
1.3 The Purchaser shall, by no later than the date falling nine weeks after the date of this Agreement, provide to the Seller a revised draft of the migration plan incorporating any reasonable comments made by the Seller. Thereafter the parties shall agree the migration plan as soon as reasonably practicable and, once agreed, the migration plan shall be the Migration Plan for the purposes of this Schedule 15. Either party may escalate a failure to agree the Migration Plan in accordance with the dispute provisions of this Part 2.
1.4 The Seller shall, at its cost, and provide...
Migration Planning. Concurrent with the proposed product development activity, General Magic will contribute to a multi-disciplinary team whose [**] will be planning for and [**] will be the support for the [**] to operate [**] enterprise application architecture and be physically [**] within [**]. These tasks will include: [**] [**] [**] [**] [**] [**] [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. EXHIBIT B SOURCE CODE ESCROW AGREEMENT 34 ESCROW AGREEMENT This ESCROW AGREEMENT is entered into this __ day of __________, 1999, by and among General Magic, Inc., a corporation organized and existing under the laws of the State of Delaware, and having its principal offices at 420 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Sunnyvale, California 94086 (hereinafter the "COMPANY"); General Motors Corporation, a corporation organized and existing under the laws of the State of Delaware and having its principal offices at 3044 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇reinafter "GM"); and ______________ , a corporation organized and existing under the laws of the State of _______________ and having its principal offices at _________________ (hereinafter the "Escrow Agent").
Migration Planning. Immediately on signing this Agreement (if not already established prior to the date of this Agreement), the Parties shall establish a joint transition project team to begin planning for the efficient migration of the Services to the IT systems or other facilities of the ESG Group, or of third parties approved by KLX in writing (approval not to be unreasonably withheld or delayed). The Parties shall work together in good faith to finalize a plan to achieve such migration (the Migration Plan) as soon as reasonably practicable after the Effective Date. ESG SpinCo shall be primarily responsible for preparing and documenting the Migration Plan, subject to KLX’s review and final approval. The Parties shall, and shall cause their Affiliates to, comply with their obligations set out in the Migration Plan. KLX shall charge ESG SpinCo for its time spent and other reasonably incurred expenses in complying with its Migration Plan obligations in accordance with Exhibit A.
Migration Planning. 2.1 The Vendor will provide a detailed Migration Plan for all in scope services and locations. The Migration Plan shall incorporate the following areas at a minimum:
2.1.1 Expected durations for key phases, stages, tasks and milestones,
2.1.2 The interface and processing boundaries of the applications being Migrated,
2.1.3 The maintenance/development methodologies that are currently being used and will be used in the future,
2.1.4 The level of documentation that is available,
2.1.5 A knowledge transfer plan incorporating onshore and offshore resource management,
2.1.6 The tools, processes, and enablers that are currently used and the ones that will be utilized,
2.1.7 The security, regulatory and compliance requirements for the application,
2.1.8 In-flight maintenance and enhancements,
2.1.9 System administration requirements,
2.1.10 Identification of the shortage between current state and the proposed state, and
2.1.11 Acceptance criteria that must be met prior to steady state.