Common use of Orderly Termination Clause in Contracts

Orderly Termination. 31.1 Contractor agrees that at the commencement of this Contract and any TOA or SWO issued hereunder, it shall have ready and available sufficient levels of inventory and qualified personnel to be able to promptly, diligently, efficiently and completely prosecute the specified services to completion. If the specified work involves the transitioning of work from another entity to Contractor, Contractor shall be required to assume full responsibility for the work and complete any required transitioning within no more than 15 days from a NTP from the State. 31.2 Upon the expiration or earlier termination of this Contract or any TOA or SWO issued hereunder, Contractor shall: a) promptly, diligently, efficiently and in good faith work with any successor contractor and the Department to transition services over to the successor contractor; b) during the transition period, continue to be subject to all of the terms and conditions of the Contract, including, by way of example only, those that govern the rates, fees and other charges that Contractor may be permitted to charge the Department under the Contract, and under no circumstances shall the Contractor be entitled to raise any such rates, fees and/or other charges during the transition period; and, c) at the end of the transition period, provide the Department with a summary report of the transition that, among other things, contains a certification signed by an officer of the Contractor who is authorized to legally bind Contractor, that states that all actions necessary to successfully transition the services to the successor contractor have been completed, or if they have not been completed, why they have not been completed. The Department shall be entitled to withhold any final payment(s) otherwise due Contractor until it receives the summary report and certification specified in this subsection.