Retained Systems and Processes Clause Samples
The 'Retained Systems and Processes' clause defines which systems, procedures, or operational methods a party will continue to own, control, or use after a transaction or agreement. Typically, this clause clarifies that certain IT platforms, business processes, or proprietary workflows are not being transferred or shared with the other party, even if related assets or services are. For example, a seller in a business sale might retain their internal accounting software or customer management systems. The core function of this clause is to prevent misunderstandings about which systems and processes are included in the scope of the agreement, thereby reducing the risk of disputes and ensuring both parties have clear expectations regarding operational continuity and ownership.
Retained Systems and Processes. Except as agreed upon in the ERP Implementation Plan and the C&RC Implementation Plan, a Project plan, or elsewhere in the Agreement, Supplier shall not require changes to Triad’s Retained Systems and Processes, including associated processes, applications, systems, software, utilities, tools or equipment, without the prior consent of Triad. Supplier will proactively inform itself and use commercially reasonable efforts to maintain up to date knowledge about all aspects of the existing and future Retained Systems and Processes. Triad and the Eligible Recipients shall reasonably cooperate with Supplier in those efforts. Upon request, Triad and the Eligible Recipients shall provide Supplier with information regarding the Retained Systems and Processes necessary for Supplier to perform its obligations under this Agreement. Triad and the Eligible Recipients will make information available to Supplier regarding any changes to such Triad Retained Systems and Processes. Supplier changes required by Triad’s or any Eligible Recipient’s changes to its Retained Systems and Processes will be addressed through the Change Control Procedures.
Retained Systems and Processes. IBM shall perform the Services in a manner that does not adversely affect or alter the functionality, interoperability, performance, cost or resource efficiency of the Federal-Mogul retained Systems, processes, Software, Tools or Equipment (including those provided managed, operated, supported and/or used on Federal-Mogul’s behalf by Federal-Mogul third party contractors) without the written consent of Federal-Mogul. Any Systems, processes, Software, Tools and Equipment used by IBM to provide the Services shall properly interface and integrate with the Systems, processes, Software, Tools and Equipment retained by Federal-Mogul. Federal-Mogul shall provide IBM with the information in writing that is reasonably required by IBM to comply with this Section. 24 F&A Master Services Agreement
Retained Systems and Processes