Common use of OPERATIONAL TRANSFER Clause in Contracts

OPERATIONAL TRANSFER. Service Provider shall perform all activities requested by DIR pursuant to Section 4.4 of the Master Services Agreement to effect a smooth transfer of operational responsibility for the Services to DIR, the DIR Customers and/or their designee(s). This shall include: (a) Providing to DIR, the DIR Customers and/or their designee(s) machine-readable source and object code (to the extent DIR, the DIR Customers and/or their designee(s) are entitled to such code under the Agreement), along with run documentation and job control listing for the Software, and other similar information necessary to provide the Services; (b) To the extent used to provide the Services, documenting and delivering source materials (to the extent DIR, the DIR Customers and/or their designee(s) are entitled to such materials under the Agreement), object libraries and reference files; (c) To the extent required by DIR and applicable to the Services implicated by the relevant Assistance Event, delivering support profiles, enhancement logs, problem tracking/resolution documentation, and status reports associated with the Services; (d) Providing any trouble logs that DIR does not already have, reporting back at least twelve (12) months prior to the effective date of the relevant Assistance Event, and returning any other Authorized User information collected or maintained as part of the Services implicated by the relevant Assistance Event; (e) Providing assistance in identifying alternate sources of resources, including skilled labor; (f) Providing for the orderly hand-off of ongoing projects (including Projects), including a listing of current and planned projects, as well as all Systems, Software and Equipment ordered or in process. With respect to each project, document current status, stabilize for continuity during transfer, and provide reasonable training to achieve transfer of responsibility without loss of momentum; (g) Providing documentation used by Service Provider to provide the Services, including technical documentation, in electronic media; (h) Documenting and delivering data bases specific to the Services as well as DIR Data; (i) Transferring physical and logical security processes and tools (to the extent required under the Agreement), including cataloging and tendering all badges and keys for DIR Facilities, documenting ownership and access levels for all passwords, and instructing DIR, the DIR Customers and/or their designee(s) in the use and operation of security controls; (j) Assisting with physical de-installation and transportation of Systems, Software and Equipment owned by or to be conveyed to DIR, the DIR Customers and/or their designee(s) from the Service Provider locations; (k) Providing and coordinating assistance to DIR, the DIR Customers and/or their designee(s) in notifying relevant third parties of the procedures to be followed prior to, during, and after the transition; (l) Returning to DIR, the DIR Customers and/or their designee(s) any remaining property of DIR or the DIR Customers in Service Provider’s possession or under Service Provider’s control, including any remaining Reports, DIR Data, DIR Owned Materials, Third Party Materials and DIR Confidential Information; (m) Cooperating with DIR’s, each DIR Customer’s and/or their designee’s/designees’ test plans, back out procedures, and contingency plans as part of the transition of Services to DIR, the DIR Customers and/or their designee(s); (n) In conjunction with DIR, the DIR Customers and/or their designee(s), conducting rehearsals of the transition prior to cutover, as requested by DIR; (o) Maintaining (for a period of no longer than ninety (90) days from the date of completion of the transition of such Service away from Service Provider, unless a different period is otherwise agreed by the Parties) the capability to cut back to Service Provider in case of a service failure or service problem following the transition of Service; (p) After the transition, providing additional assistance as reasonably requested by DIR to assure continuity of operations; (q) Freezing all system changes unless otherwise requested by DIR, except maintenance necessary to continue performing the Services; (r) Identifying, recording and providing release levels for Software and updating such records of release levels prior to and during transition of the Services; (s) Providing interim copies of DIR Data, as reasonably requested by DIR; (t) Unloading all DIR Data and DIR Confidential Information from Service Provider Owned Materials and Third Party Materials and returning all DIR Data and DIR Confidential Information in accordance with Article 13 of the Agreement; (u) Transferring responsibility for off-site storage of tape, backups and documents; (v) Making available data files and other DIR Data and DIR Confidential Information stored on Systems and Equipment for which Service Provider is responsible, including backups; (w) Securely erasing, wiping clean or otherwise destroying any remaining copies of DIR Owned Materials, Third Party Materials, DIR Data and DIR Confidential Information; and (x) Producing tapes of all requested DIR Data files (with content listing) and printouts of control file information.

OPERATIONAL TRANSFER. Service Provider shall perform all activities requested by DIR pursuant to Section 4.4 of the Master Services Agreement to effect enable a smooth transfer of operational responsibility for the Services to DIR, the DIR Customers and/or or their designee(s). This shall include: (a) Providing to DIR, the DIR Customers and/or or their designee(s) machine-readable source and object code (to the extent DIR, the DIR Customers and/or or their designee(s) are entitled to such code under the Agreement), along with run documentation and job control listing for the Software, and other similar information necessary to provide the Services; (b) To the extent used to provide the Services, documenting and delivering source materials (to the extent DIR, the DIR Customers and/or or their designee(s) are entitled to such materials under the Agreement), object libraries and reference files; (c) To the extent required by DIR and applicable to the Services implicated by the relevant Assistance Event, delivering support profiles, enhancement logs, problem tracking/,resolution documentation, and status reports associated with the Services; (d) Providing any trouble logs that DIR does not already have, reporting back at least twelve (12) months prior to the effective date of the relevant Assistance Event, and returning any other Authorized User information collected or maintained as part of the Services implicated by the relevant Assistance Event; (e) Providing assistance in identifying alternate sources of resources, including skilled laborlabor and spare equipment parts; (f) Providing for the orderly hand-off of ongoing projects (including Projects)projects, including a listing of current and planned projects, as well as all Systems, Software and Equipment ordered or in process. With respect to each project, document current status, stabilize for continuity during transfer, and provide reasonable training to achieve transfer of responsibility without loss of momentum; (g) Providing documentation used by Service Provider to provide the Services, including technical documentation, in electronic media; (h) Documenting and delivering data bases databases specific to the Services as well as DIR Data; (i) Transferring physical and logical security processes and tools (to the extent required under the Agreement), including cataloging and tendering all badges and keys for DIR Facilities, documenting ownership and access levels for all passwords, and instructing DIR, the DIR Customers and/or or their designee(s) in the use and operation of security controls; (j) Assisting with physical de-installation and transportation of Systems, Software and Equipment owned by or to be conveyed to DIR, the DIR Customers and/or or their designee(s) from the Service Provider locations; (k) Providing and coordinating assistance to DIR, the DIR Customers and/or or their designee(s) in notifying relevant third parties of the procedures to be followed prior to, during, and after the transition; (l) Returning to DIR, the DIR Customers and/or or their designee(s) any remaining property of DIR or the DIR Customers in Service Provider’s possession or under Service Provider’s control, including any remaining Reports, DIR Data, DIR Owned Materials, Third Party Materials and DIR Confidential Information; (m) Cooperating with DIR’s, each DIR Customer’s and/or Customer or their designee’s/designees’ designee(s) test plans, back out procedures, and contingency plans as part of the transition of Services to DIR, the DIR Customers and/or or their designee(s); (n) In conjunction with DIR, the DIR Customers and/or or their designee(s), conducting rehearsals of the transition prior to cutover, as requested by DIR; (o) Maintaining (After the transition of Services, maintaining the capability to return services to Service Provider in case of a service failure or service problem for a period of no longer than ninety (90) days from the date of completion of the transition of such Service away from Service ProviderServices, unless a different period is otherwise agreed by the Parties) the capability to cut back to Service Provider in case of a service failure or service problem following the transition of Service; (p) After the transition, providing additional assistance as reasonably requested by DIR to assure continuity of operations; (q) Freezing all system changes unless otherwise requested by DIR, except maintenance necessary to continue performing the Services; (r) Identifying, recording and providing release levels for Software and updating such records of release levels prior to and during transition of the Services; (s) Providing interim copies of DIR Data, as reasonably requested by DIR; (t) Unloading all DIR Data and DIR Confidential Information from Service Provider Owned Materials and Third Party Materials and returning all DIR Data and DIR Confidential Information in accordance with Article 13 of the Agreement; (u) Transferring responsibility for off-site storage of tape, backups and documents; (v) Making available data files and other DIR Data and DIR Confidential Information stored on Systems and Equipment for which Service Provider is responsible, including backups; (w) Securely erasing, wiping clean or otherwise destroying any remaining copies of DIR Owned Materials, Third Party Materials, DIR Data and DIR Confidential Information; and (x) Producing tapes of all requested DIR Data files (with content listing) and printouts of control file information.

OPERATIONAL TRANSFER. Service Provider shall perform all activities requested by DIR pursuant to Section 4.4 4.6, Termination Assistance Services, of the Master Services Agreement to effect a smooth transfer of operational responsibility for the Services to DIR, the DIR Customers and/or their designee(s). This shall include: (a) Providing to DIR, the DIR Customers Customers, and/or their designee(s) machine-readable source and object code (to the extent DIR, the DIR Customers and/or their designee(s) are entitled to such code under the Agreement), along with run documentation and job control listing for the Software, configurations, settings, and other similar information necessary to provide the Services; (b) To the extent used to provide the Services, documenting and delivering source materials (to the extent DIR, the DIR Customers Customers, and/or their designee(s) are entitled to such materials under the Agreement), including documentation, configurations, settings, object libraries libraries, and reference files; (c) To the extent required by DIR and applicable to the Services implicated by the relevant Assistance Event, delivering support profiles, enhancement logs, problem tracking/resolution documentation, and status reports associated with the Services; (d) Providing any trouble logs that DIR does not already have, reporting back at least twelve (12) months prior to the effective date of the relevant Assistance Event, and returning any other Authorized User information collected or maintained as part of the Services implicated by the relevant Assistance Event; (e) Providing assistance in identifying alternate sources of resources, including skilled labor; (f) Providing for the orderly hand-off of ongoing projects (including Projects), including a listing of current and planned projects, as well as all Systems, Software Software, and Equipment ordered or in process. With respect to each project, document current status, stabilize for continuity during transfer, and provide reasonable training to achieve transfer of responsibility without loss of momentum; (g) Providing documentation used by Service Provider to provide the Services, including technical documentation, in electronic media; (h) Documenting and delivering data bases specific to the Services as well as DIR Data; (i) Transferring physical and logical security processes and tools (to the extent required under the Agreement), including cataloging and tendering all badges and keys for DIR Facilities, documenting ownership and access levels for all passwords, and instructing DIR, the DIR Customers and/or their designee(s) in the use and operation of security controls; (j) Assisting with physical de-installation and transportation of Systems, Software and Equipment owned by or to be conveyed to DIR, the DIR Customers and/or their designee(s) from the Service Provider locations; (k) Providing and coordinating assistance to DIR, the DIR Customers and/or their designee(s) in notifying relevant third parties of the procedures to be followed prior to, during, and after the transition; (l) Returning to DIR, the DIR Customers and/or their designee(s) any remaining property of DIR or the DIR Customers in Service Provider’s possession or under Service Provider’s control, including any remaining Reports, DIR Data, DIR Owned Materials, Third Party Materials Materials, and DIR Confidential Information; (m) Cooperating with DIR’s, each DIR Customer’s ’s, and/or their designee’s/designees’ test plans, back out procedures, and contingency plans as part of the transition of Services to DIR, the DIR Customers and/or their designee(s); (n) In conjunction with DIR, the DIR Customers Customers, and/or their designee(s), conducting rehearsals of the transition prior to cutover, as requested by DIR; (o) Maintaining (for a period of no longer than ninety (90) days from the date of completion of the transition of such Service away from Service Provider, unless a different period is otherwise agreed by the Parties) the capability to cut back to Service Provider in case of a service failure or service problem following the transition of Service; (p) After the transitiontransition (for a period of no longer than ninety (90), providing additional assistance as reasonably requested by DIR to assure continuity of operations; (q) Freezing all system changes unless otherwise requested by DIR, except maintenance necessary to continue performing the Services; (r) Identifying, recording recording, and providing release levels for Software and updating such records of release levels prior to and during transition of the Services; (s) Providing interim copies of DIR Data, as reasonably requested by DIR; (t) Unloading all DIR Data and DIR Confidential Information from Service Provider Owned Materials and Third Party Materials and returning all DIR Data and DIR Confidential Information in accordance with Article 13 of the Agreement; (u) Transferring responsibility for off-site storage of tape, backups backups, and documents; (v) Making available data files and other DIR Data and DIR Confidential Information stored on Systems and Equipment for which Service Provider is responsible, including backups; (w) Securely Upon DIR’s request, securely erasing, wiping clean clean, or otherwise destroying any remaining copies of DIR Owned Materials, Third Party Materials, DIR Data Data, and DIR Confidential Information; and (x) Producing tapes of all requested DIR Data files (with content listing) and printouts of control file information.

OPERATIONAL TRANSFER. Service Provider shall perform all activities requested by DIR pursuant to Section 4.4 of the Master Services Agreement to effect a smooth transfer of operational responsibility for the Services to DIR, the DIR Customers and/or their designee(s). This shall include: (a) Providing to DIR, the DIR Customers and/or their designee(s) machine-readable source and object code (to the extent DIR, the DIR Customers and/or their designee(s) are entitled to such code under the Agreement), along with run documentation and job control listing for the Software, and other similar information necessary to provide the Services; (b) To the extent used to provide the Services, documenting and delivering source materials (to the extent DIR, the DIR Customers and/or their designee(s) are entitled to such materials under the Agreement), object libraries and reference files; (c) To the extent required by DIR and applicable to the Services implicated by the relevant Assistance Event, delivering support profiles, enhancement logs, problem tracking/resolution documentation, and status reports associated with the Services; (d) Providing any trouble logs that DIR does not already have, reporting back at least twelve (12) months prior to the effective date of the relevant Assistance Event, and returning any other Authorized User information collected or maintained as part of the Services implicated by the relevant Assistance Event; (e) Providing assistance in identifying alternate sources of resources, including skilled laborlabor and spare equipment parts; (f) Providing for the orderly hand-off of ongoing projects (including Projects), including a listing of current and planned projects, as well as all Systems, Software and Equipment ordered or in process. With respect to each project, document current status, stabilize for continuity during transfer, and provide reasonable training to achieve transfer of responsibility without loss of momentum; (g) Providing documentation used by Service Provider to provide the Services, including technical documentation, in electronic media; (h) Documenting and delivering data bases specific to the Services as well as DIR Data; (i) Transferring physical and logical security processes and tools (to the extent required under the Agreement), including cataloging and tendering all badges and keys for DIR Facilities, documenting ownership and access levels for all passwords, and instructing DIR, the DIR Customers and/or their designee(s) in the use and operation of security controls; (j) Assisting with physical de-installation and transportation of Systems, Software and Equipment owned by or to be conveyed to DIR, the DIR Customers and/or their designee(s) from the Service Provider locations; (k) Providing and coordinating assistance to DIR, the DIR Customers and/or their designee(s) in notifying relevant third parties of the procedures to be followed prior to, during, and after the transition; (l) Returning to DIR, the DIR Customers and/or their designee(s) any remaining property of DIR or the DIR Customers in Service Provider’s possession or under Service Provider’s control, including any remaining Reports, DIR Data, DIR Owned Materials, Third Party Materials and DIR Confidential Information; (m) Cooperating with DIR’s, each DIR Customer’s and/or their designee’s/designees’ test plans, back out procedures, and contingency plans as part of the transition of Services to DIR, the DIR Customers and/or their designee(s); (n) In conjunction with DIR, the DIR Customers and/or their designee(s), conducting rehearsals of the transition prior to cutover, as requested by DIR; (o) Maintaining (for a period of no longer than ninety (90) days from the date of completion of the transition of such Service away from Service Provider, unless a different period is otherwise agreed by the Parties) the capability to cut back to Service Provider in case of a service failure or service problem following the transition of Service; (p) After the transition, providing additional assistance as reasonably requested by DIR to assure continuity of operations; (q) Freezing all system changes unless otherwise requested by DIR, except maintenance necessary to continue performing the Services; (r) Identifying, recording and providing release levels for Software and updating such records of release levels prior to and during transition of the Services; (s) Providing interim copies of DIR Data, as reasonably requested by DIR; (t) Unloading all DIR Data and DIR Confidential Information from Service Provider Owned Materials and Third Party Materials and returning all DIR Data and DIR Confidential Information in accordance with Article 13 of the Agreement; (u) Transferring responsibility for off-site storage of tape, backups and documents; (v) Making available data files and other DIR Data and DIR Confidential Information stored on Systems and Equipment for which Service Provider is responsible, including backups; (w) Securely erasing, wiping clean or otherwise destroying any remaining copies of DIR Owned Materials, Third Party Materials, DIR Data and DIR Confidential Information; and (x) Producing tapes of all requested DIR Data files (with content listing) and printouts of control file information.