Common use of Orderly Termination Clause in Contracts

Orderly Termination. (a) In the event of the termination or expiration of this Agreement or any SOW for any reason whatsoever, TI shall, as soon as possible and in any event within thirty (30) days of the termination date, prepare with TELUS or the TELUS Group Member, as applicable, a termination assistance plan and provide the termination assistance services specified in such plan for such period as TELUS or the TELUS Group Member may reasonably require up to a maximum of twelve (12) months after the date of such termination or expiration. If TI and TELUS or the TELUS Group Member do not prepare a termination assistance plan before the termination or expiration date, TI will provide the termination assistance services pursuant to any termination assistance plan provided by TELUS or the TELUS Group Member, acting reasonably. TELUS or the TELUS Group Member may at its option extend the twelve (12) month period by up to an additional twelve (12) months by providing a written request to TI. During the termination assistance period: (i) TI shall continue to provide the Services and TELUS or the TELUS Group member, as applicable, shall continue to pay the applicable Fees (provided that, where the termination is as a result of a default by TELUS or the TELUS Group Member, TI may, by written notice to TELUS or the TELUS Group Member, require payment in advance for any Services to be rendered); and (ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources. Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures. (b) The Parties agree that the termination assistance plan shall include all services necessary for the transition of the applicable Services from TI to TELUS or the TELUS Group Member, as applicable, or to any Third Party service provider, as directed by TELUS or the TELUS Group Member. TI shall cooperate in good faith with TELUS or the TELUS Group Member and any replacement service provider to ensure a smooth transition, without interruption of or adverse impact to the Services and Service Levels. In order to ensure a smooth transition, the Parties shall each name a project manager for the implementation of the termination assistance plan who shall, in the event of any termination of this Agreement as a whole, or of the termination of more than one SOW, or if the scope of the termination services otherwise reasonably warrants, be entirely dedicated to the implementation of the termination assistance plan during the time period thereof. (c) As part of the termination assistance plan, TI shall transfer or assign, or cause to be transferred or assigned, to TELUS or the TELUS Group Member, as applicable, or its designee: (i) all assets of TI or any other TI Party that are used solely for purposes of delivering the terminated Services to TELUS or the TELUS Group Member (and that are not otherwise shared or leveraged for purposes of providing services to Third Parties), at a price to be agreed by the Parties; and (ii) at the request of TELUS, any Third Party subcontract entered into by TI or any other TI Party solely with respect to the Services being provided to TELUS or the TELUS Group Member under this Agreement. In addition, TELUS or the TELUS Group Member, as applicable, may, at its sole discretion (but shall not be required to, except as otherwise required by applicable Law in the jurisdiction(s) where such employees are principally employed), offer employment to employees of TI or any other TI Party who at such time are dedicated solely to the performance of the terminated Services. Upon request by TELUS or the TELUS Group Member, TI will provide TELUS or the TELUS Group Member with a list of which employees are dedicated solely to the performance of the terminated Services and the employment particulars of such individuals, upon TI obtaining any required consents.

Orderly Termination. (a) In the event of the termination or expiration of this Agreement or any SOW a Service for any reason whatsoeverwhatsoever (other than a termination by TI pursuant to Section 16.1(a)), TI shall, TELUS shall as soon as possible and in any event within thirty (30) days of the termination date, prepare with TELUS or the TELUS Group Member, as applicable, TI a termination assistance plan and provide the termination assistance services specified in such plan therein for such period as TELUS or the TELUS Group Member TI may reasonably require require, up to a maximum of twelve equal to, for each Service, the applicable transition assistance period as set out in Schedule A or Schedule 4.1 or , if no transition assistance period is specified in Schedule A or Schedule 4.1, the applicable termination notice period as set out in Schedule A or Schedule 4.1 or, if no termination notice period is set out Schedule A or Schedule 4.1, the applicable notice periods set out in Sections 16.1(a) or 16.1(b), respectively. (12b) months after the date of such termination or expiration. If TI and TELUS or the TELUS Group Member do not prepare a termination assistance plan before the termination or expiration date, TI will provide the termination assistance services pursuant to any termination assistance plan provided by TELUS or the TELUS Group Member, acting reasonably. TELUS or the TELUS Group Member may at its option extend the twelve (12) month period by up to an additional twelve (12) months by providing a written request to TI. During The Parties agree that during the termination assistance period: (i) TI TELUS shall continue to provide the Services and TELUS or the TELUS Group member, as applicable, TI shall continue to pay the applicable Fees for such Services (provided that, where the termination is as a result of a default by TI, TELUS or the TELUS Group Member, TI may, by written notice to TELUS or the TELUS Group MemberTI, require payment in advance for any Services to be rendered); and (ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources. Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures. (bc) The Parties agree that the termination assistance plan shall include all services necessary for the transition of the applicable Services from TELUS to TI to TELUS or the TELUS Group Member, as applicable, or to any Third Party service provider, as directed by TI. TELUS or the TELUS Group Member. TI shall cooperate in good faith with TELUS or the TELUS Group Member TI and any replacement service provider so as to ensure a smooth transition, without interruption of or adverse impact to the Services and Service LevelsServices. In order to ensure a smooth transition, the Parties shall each name a project manager for the implementation of the termination assistance plan who shall, in the event of any termination of this Agreement as a whole, or of the termination of more than one SOWService, or if the scope of the termination services otherwise reasonably warrantswarrants (as mutually agreed between the Parties), be entirely dedicated to the implementation of the termination assistance plan during the time period thereof. (c) As part of the termination assistance plan, TI shall transfer or assign, or cause to be transferred or assigned, to TELUS or the TELUS Group Member, as applicable, or its designee: (i) all assets of TI or any other TI Party that are used solely for purposes of delivering the terminated Services to TELUS or the TELUS Group Member (and that are not otherwise shared or leveraged for purposes of providing services to Third Parties), at a price to be agreed by the Parties; and (ii) at the request of TELUS, any Third Party subcontract entered into by TI or any other TI Party solely with respect to the Services being provided to TELUS or the TELUS Group Member under this Agreement. In addition, TELUS or the TELUS Group Member, as applicable, may, at its sole discretion (but shall not be required to, except as otherwise required by applicable Law in the jurisdiction(s) where such employees are principally employed), offer employment to employees of TI or any other TI Party who at such time are dedicated solely to the performance of the terminated Services. Upon request by TELUS or the TELUS Group Member, TI will provide TELUS or the TELUS Group Member with a list of which employees are dedicated solely to the performance of the terminated Services and the employment particulars of such individuals, upon TI obtaining any required consents.

Orderly Termination. (a) In the event of the termination or expiration of this Agreement or any SOW Service Schedule for any reason whatsoeverwhatsoever (other than a termination by TI pursuant to Section 17.1(a)), TI shall, TELUS shall as soon as possible and in any event within thirty (30) days of the termination date, prepare with TELUS or the TELUS Group Member, as applicable, TI a termination assistance plan and provide the termination assistance services specified in such plan therein for such period as TELUS or the TELUS Group Member TI may reasonably require up to a maximum of twelve (12) months after the date of such termination or expiration. If TI and TELUS or the TELUS Group Member do not prepare a termination assistance plan before the termination or expiration date, TI will provide the termination assistance services pursuant to any termination assistance plan provided by TELUS or the TELUS Group Member, acting reasonably. TELUS or the TELUS Group Member may at its option extend the twelve (12) month period by up to an additional twelve (12) months by providing a written request to TI. During TELUS if the transition out is not completed by such time. (b) The Parties agree that during the termination assistance period: (i) TI TELUS shall continue to provide the Services and TELUS or the TELUS Group member, as applicable, TI shall continue to pay the applicable Fees for such Services (provided that, where the termination is as a result of a default by TI, TELUS or the TELUS Group Member, TI may, by written notice to TELUS or the TELUS Group MemberTI, require payment in advance for any Services to be rendered); and (ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources. Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures. (bc) The Parties agree that the termination assistance plan shall include all services necessary for the transition of the applicable Services from TELUS to TI to TELUS or the TELUS Group Member, as applicable, or to any Third Party service provider, as directed by TI. TELUS or the TELUS Group Member. TI shall cooperate in good faith with TELUS or the TELUS Group Member TI and any replacement service provider so as to ensure a smooth transition, without interruption of or adverse impact to the Services and Service LevelsServices. In order to ensure a smooth transition, the Parties shall each name a project manager for the implementation of the termination assistance plan who shall, in the event of any termination of this Agreement as a whole, or of the termination of more than one SOWService, or if the scope of the termination services otherwise reasonably warrantswarrants (as mutually agreed between the Parties), be entirely dedicated to the implementation of the termination assistance plan during the time period thereof. (c) As part of the termination assistance plan, TI shall transfer or assign, or cause to be transferred or assigned, to TELUS or the TELUS Group Member, as applicable, or its designee: (i) all assets of TI or any other TI Party that are used solely for purposes of delivering the terminated Services to TELUS or the TELUS Group Member (and that are not otherwise shared or leveraged for purposes of providing services to Third Parties), at a price to be agreed by the Parties; and (ii) at the request of TELUS, any Third Party subcontract entered into by TI or any other TI Party solely with respect to the Services being provided to TELUS or the TELUS Group Member under this Agreement. In addition, TELUS or the TELUS Group Member, as applicable, may, at its sole discretion (but shall not be required to, except as otherwise required by applicable Law in the jurisdiction(s) where such employees are principally employed), offer employment to employees of TI or any other TI Party who at such time are dedicated solely to the performance of the terminated Services. Upon request by TELUS or the TELUS Group Member, TI will provide TELUS or the TELUS Group Member with a list of which employees are dedicated solely to the performance of the terminated Services and the employment particulars of such individuals, upon TI obtaining any required consents.