Services Transfer Assistance Clause Samples
Services Transfer Assistance. (a) PROVIDER shall cooperate with CUSTOMER to assist in the orderly transfer of the Services to CUSTOMER itself or its designee (including another services provider) in connection with the expiration, non-renewal or earlier termination of the Agreement and/or each PSA for any reason, however described, or exercise of the Carve-Out Option. The Services include “Services Transfer Assistance,” which includes providing CUSTOMER and its designees and their agents, contractors and consultants, as necessary, with (i) such cooperation and other services incidental to the transfer of the Services as they may reasonably request, (ii) all or such portions of the Services as CUSTOMER may request, and (iii) such other transition services as may be provided for in any PSA. Neither the term of the Agreement nor the term of any PSA shall be deemed to have expired or terminated until the Services Transfer Assistance thereunder is completed.
(b) Upon CUSTOMER’s request, PROVIDER shall provide Services Transfer Assistance commencing up to one (1) year prior to expiration or termination of the Agreement or any PSA and continuing for the periods described in this Agreement. PROVIDER shall provide the Services Transfer Assistance even in the event of CUSTOMER’s material breach (other than an uncured payment default) of this Agreement or any PSA.
(c) If any Services Transfer Assistance provided by PROVIDER requires the utilization of additional resources that PROVIDER would not otherwise use in the performance of the Services, but for which there is a charging methodology provided for in the Agreement or such PSAs, CUSTOMER will pay PROVIDER for such usage at the then-current applicable Charges and in the manner set forth in the Agreement and/or applicable PSAs. If the Services Transfer Assistance requires PROVIDER to incur costs that PROVIDER would not otherwise incur in the performance of the Services under the Agreement and applicable PSAs, then PROVIDER shall notify CUSTOMER of the identity and scope of the activities requiring that PROVIDER incur such costs and the projected amount of the charges that will be payable by CUSTOMER for the performance of such assistance. Upon CUSTOMER’s prior authorization, PROVIDER shall perform the assistance and invoice CUSTOMER for such charges. CUSTOMER shall bear all costs agreed in advance between the parties and incurred by PROVIDER on account of transition/migration of services/processes from PROVIDER to CUSTOMER or its designee.
Services Transfer Assistance. PROVIDER shall be obligated to provide Services Transfer Assistance to CUSTOMER until the Carve-Out is completed, but shall not be required to provide any portion of the Services provided to CUSTOMER under the MOAs after CUSTOMER has acquired from PROVIDER the Carve-Out Resources used by PROVIDER to provide such Services or to provide Services Transfer Assistance for (i) in the case of an exercise of the Carve-Out Option relating to the expiration of the Initial Term or a PROVIDER Divestiture, more than fourteen (14) months, and (ii) eighteen (18) months, in the case of an exercise of the Carve-Out Option relating to a Change of Control of PROVIDER; AND (iii) in any other case, twenty-four (24) months.
Services Transfer Assistance. Carve-Out Option
Services Transfer Assistance. (a) During the period after any termination of this Agreement, or expiration of this Agreement (the "Termination Assistance Period"), Provider will perform the termination assistance services in accordance with the Termination Assistance Plan set forth on the TERMINATION ASSISTANCE PLAN SCHEDULE. The Parties will use reasonable efforts to limit the Termination Assistance Period to no more than [***]* after the termination or expiration of this Agreement.
(b) The Parties agree that Provider will be compensated for any Termination Assistance Services provided by Provider that require the use of different or additional services or resources beyond that which Provider is then using to provide the Services in accordance with the Service Levels. In that event, Provider's request for Termination Assistance Services will be considered New Services to be provided in accordance with Section 2.13. Except as otherwise agreed between Company and Provider, payments for Termination Assistance Services will be due on the standard invoicing terms set forth in Article 8 of this Agreement. If, however, Provider terminates this Agreement for cause under Section 12.6, Company must cure the breach giving rise to termination and will prepay for any such Termination Assistance Services as a condition to Provider's obligations under this Section 13.3.
(c) Within [***]* after each anniversary date of this Agreement, Provider will submit for Company's approval a revised Termination Assistance Plan, updated by Provider to reflect the then-existing Company environment in which the Services are provided. Upon approval by both Parties, each revised Termination Assistance Plan will be signed by both Parties and attached as an Addendum to the TERMINATION ASSISTANCE PLAN SCHEDULE.
(d) During the Termination Assistance Period, Provider will provide the Company Group, its Affiliates, and third parties participating in the transition activities, with reasonable access to the business processes, Hardware, Software and other resources (including human resources) used by Provider to deliver the Services, as necessary to support the transition of the Services from Provider to performance by Company or another provider of functions to replace the Services, provided that (i) any such access does not interfere with Provider's ability to provide the Services or Termination Assistance Services; and (ii) such third parties and Company's Affiliates comply with Provider's security and confidentiality req...
Services Transfer Assistance. It is the intent of the Parties that at the expiration or termination of this Agreement, ISSC will cooperate with ADVO to assist with the orderly transfer of the services, functions and operations provided by ISSC hereunder to another services provider or ADVO itself. Prior to expiration or termination of the Agreement, ADVO may request ISSC to perform and, if so requested, ISSC shall perform (except in the event of a termination due to a failure by ADVO to pay any undisputed amounts due and payable under this Agreement) services in connection with migrating the work of ADVO to another services provider or ADVO itself ("Services Transfer Assistance"). Services Transfer Assistance shall be provided until the effective date of expiration or termination with respect to the Services, and for expiration or termination related services other than those relating to the Services, for up to six additional months after the effective date of expiration or termination. Subject to Section 6.8(d) below, Services Transfer Assistance shall include, but not be limited to, providing ADVO and its Affiliates and their agents, contractors and consultants, as necessary, with services such as the following:
a) Premigration Services
1) freezing all noncritical Software changes,
2) notifying all outside vendors of procedures to be followed during the turnover phase,
3) reviewing all Software libraries (tests and production) with the new service provider and/or ADVO,
4) assisting in establishing naming conventions for the new production site,
5) analyzing space required for the data bases and Software libraries, and 6) generating a tape and computer listing of the source code in a form reasonably requested by ADVO.
Services Transfer Assistance. 2.1. It is the intent of the Parties that at or, upon expiration or termination of the Agreement and/or Transaction Document, IBM will cooperate with Certegy to assist with the orderly transfer of the services, functions, responsibility, and operations comprising the Services provided by IBM, hereunder, to another services provider or one or more members of the Certegy Group itself.
2.2. Prior to expiration or termination of the Agreement and/or this Transaction Document, Certegy may request IBM to perform and, if so requested, IBM shall perform (except in the event of termination for cause by IBM)) services, in connection with migrating the work of the Certegy Group to another services provider or the Certegy Group itself (through "Services Transfer Assistance").
2.3. Services Transfer Assistance shall be provided:
2.3.1. until the effective date of expiration or termination with respect to the Services; and
2.3.2. for expiration or termination related services which are in addition to the Services, for up to six additional months after the effective date of expiration or termination.
2.4. Services Transfer Assistance shall include providing Certegy and its Affiliates and their agents, contractors and consultants, as necessary, with the following services:
2.4.1. Pre-migration Services:
(a) assisting the new operations staff in developing a plan for the transition of all requested and appropriate operations from IBM;
(b) providing the new operations staff personnel training in the performance of the Services being transferred;
(c) providing the new operations staff with any other information regarding the Services that is required to implement the transition plan and providing such information as necessary for the new operations staff to perform the Services in an orderly manner, minimizing disruption in the operations of Certegy;
(d) notifying all IBM subcontractors of procedures to be followed during the turnover phase;
(e) freezing all non-critical Software changes as requested by Certegy;
(f) reviewing all Software libraries (test and production) with the new service provider and/or Certegy;
(g) identifying, recording and providing control release levels for the operating Systems Software used by IBM to provide the Services;
(h) providing documentation to the new or existing operations staff which has been provided to IBM by Certegy, jointly developed between IBM and Certegy, and/or technical documentation as required to support the Services but exclu...
Services Transfer Assistance. 28 * Information omitted pursuant to Request for Confidential Treatment under Rule 406 of the Securities Act of 1933.
Services Transfer Assistance. Prior to expiration or termination of a Service Agreement, Client may request DALECHEK to cooperate with Client to assist with the orderly transfer of the Services, functions, and operations provided by DALECHEK hereunder to another system provider or services provider (or to Client itself) ("Services Transfer Assistance"). Upon such timely request, DALECHEK shall provide Services Transfer Assistance until the effective date of expiration or termination of the Service Agreement and for up to one (1) additional month thereafter. If the Services Transfer Assistance requires DALECHEK to incur expenses in addition to the expenses that DALECHEKwould otherwise incurin performance of the Service Agreement, then: (a) DALECHEK shallnotify Client of any additional expenses associated with the performance of any additional services pursuant to this Section prior to performing such services; (b) upon Client'sauthorization, DALECHEK shall perform the additional servicesand invoice Clientfor such services; and (c) Client shall pay DALECHEK for such additional expenses within thirty (30) days of the receipt of the invoice.
Services Transfer Assistance. 12.4.1 Upon expiration or termination of the Agreement for any reason, including a termination for default, the Network Operator shall cooperate with MassTech to assist in the orderly transfer of the services, functions, responsibilities, tasks, and operations comprising the Services hereunder and the services provided by Network Operator under each SLA and Customer contract to a successor network operator and/or new owner of the MassTech Network. Neither the Term of this Agreement nor Network Operator’s obligations arising under this Agreement, Performance Requirements or any SLA or Customer contract shall be deemed to have expired or terminated until the services transfer assistance described herein is completed or MassTech waives the requirement for their completion.
12.4.2 Upon MassTech’s request, Network Operator shall provide services transfer assistance, as described herein, in connection with migrating the work of Network Operator to another network operator commencing up to twelve (12) months prior to expiration, or upon any notice of termination or of non-renewal of the Agreement pursuant to ARTICLE 3.
12.4.3 Services transfer assistance, as described herein, shall be provided through the effective date of the expiration or termination of the Services being terminated. Upon request by ▇▇▇▇▇▇▇▇, the effective date of such expiration or termination shall be extended for up to one year thereafter pursuant to the terms and conditions of the Agreement.
12.4.3.1 The transfer assistance shall at a minimum correspond to the obligations that Network Operator agreed to undertake as part of the Transition Plan in Exhibit M, with in this instance the Network Operator facilitating all of the actions necessary for a new network operator to undertake the network operations and service obligations.
12.4.3.2 At the request of MassTech, the Network Operator shall enter into a transition management agreement (the “Post-Term Transition Agreement”), in a form reasonably acceptable to both Parties, pursuant to which the Network Operator shall agree to continue to operate, or assist MassTech in the operation of, the MassTech Network in accordance with all required Infrastructure Access Agreements, Customer contracts, SLAs and Industry Standards; provided, however, that such assistance shall not in any case impose on the Network Operator any cost or burden greater than were applicable under the Agreement.
12.4.3.3 The scope of transition services provided pursuant to su...
Services Transfer Assistance. 2.1. It is the intent of the Parties that at or, upon expiration or termination of the Agreement and/or Transaction Document, IBM will cooperate with Certegy to assist with the orderly transfer of the services, functions, responsibility, and operations comprising the Services provided by IBM, hereunder, to another services provider or one or more members of the Certegy Group itself.
2.2. Prior to expiration or termination of the Agreement and/or this Transaction Document, Certegy may request IBM to perform and, if so requested, IBM shall perform (except in the event of termination for cause by IBM)) services, in connection with migrating the work of the Certegy Group to another services provider or the Certegy Group itself (through "Services Transfer Assistance").
2.3. Services Transfer Assistance shall be provided:
2.3.1. until the effective date of expiration or termination with respect to the Services; and