Common use of Out of Scope Work Clause in Contracts

Out of Scope Work. 15.1 If a CMS SOW or Cloud Services are terminated for any reason, the parties shall consult and agree on the terms and responsibilities involved in transitioning the Cloud Services to the Customer, or a third party appointed by the Customer. Provided the Customer has paid all amounts owing to Interactive, Interactive may assist the Customer with migration of the Data upon request from the Customer, which will be charged at Interactive’s standard rates, or a rate to be agreed between the parties. 15.2 The Customer shall pay Interactive on a time and materials basis (with labour charged at the Standard Charge Out Rate), all costs and charges incurred by Interactive in relation to the transitioning out of the Cloud Services, including any costs for Cloud Resources provisioned during a transition period. 15.3 Interactive may delete all Data immediately upon termination of the relevant CMS SOW or Cloud Services, subject to clause 15.4 15.4 If, before the relevant CMS SOW or Cloud Services are terminated, the Customer makes a request to Interactive in writing for a backup or copy of the Data, Interactive will provide the backup or copy at the Customer’s expense (based on the Standard Charge Out Rate) and will not delete the Data until it has provided the backup or copy. The Customer acknowledges the CRP may delete Data in accordance with the CRP Terms. 15.5 The Customer must pay for all Cloud Resources provisioned until the Data is deleted and Interactive may require the Customer pay this amount monthly in advance, based on expected provisioning, with a true-up at the end of the month. This clause survives termination of the CMS SOW.

Out of Scope Work. 15.1 16.1 If a CMS SOW or Cloud Services are terminated for any reason, the parties shall consult and agree on the terms and responsibilities involved in transitioning the Cloud Services to the Customer, or a third party appointed by the Customer. Provided the Customer has paid all amounts owing to Interactive, Interactive may assist the Customer with migration of the Data upon request from the Customer, which will be charged at Interactive’s standard rates, or a rate to be agreed between the parties. 15.2 16.2 The Customer shall pay Interactive on a time and materials basis (with labour charged at the Standard Charge Out Rate), all costs and charges incurred by Interactive in relation to the transitioning out of the Cloud Services, including any costs for Cloud Resources provisioned during a transition period. 15.3 16.3 Interactive may delete all Data immediately upon termination of the relevant CMS SOW or Cloud Services, subject to clause 15.416.4 15.4 16.4 If, before the relevant CMS SOW or Cloud Services are terminated, the Customer makes a request to Interactive in writing for a backup or copy of the Data, Interactive will provide the backup or copy at the Customer’s expense (based on the Standard Charge Out Rate) and will not delete the Data until it has provided the backup or copy. The Customer acknowledges the CRP may delete Data in accordance with the CRP Terms. 15.5 16.5 The Customer must pay for all Cloud Resources provisioned until the Data is deleted and Interactive may require the Customer pay this amount monthly in advance, based on expected provisioning, with a true-up at the end of the month. This clause survives termination of the CMS SOW.