Termination and Expiration Procedure. 23.9.1 Upon termination or expiration of this Contract, the Department, in addition to any other rights provided in this Contract, may require Contractor to deliver to the Department any Property, including Equipment, Software, Deliverables and Data for which the Department has purchased and paid, for such part of this Contract as has been terminated. 23.9.2 After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by the Department, Contractor must: 23.9.2.1 Stop work under this Contract on the date, and to the extent specified, in the Notice; 23.9.2.2 Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; 23.9.2.3 As soon as practicable, but in no event more than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Department to the extent required, which approval or ratification will be final for the purpose of this Section; 23.9.2.4 THIS SECTION IS INTENTIONALLY LEFT BLANK; 23.9.2.5 Take such action as may be necessary, or as the Department’s Project Manager may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which the Department has an interest; 23.9.2.6 Transfer title to the Department and deliver in the manner, at the times, and to the extent directed by the Department’s Project Manager, any Property which is required to be furnished to the Department and which has been accepted or requested by the Department; and 23.9.2.7 Provide written certification to the Department that Contractor has surrendered to the Department all such Property. 23.9.3 Upon the expiration or the termination of this Contract for any reason: 23.9.3.1 Contractor must provide for a reasonable period of time after the expiration or termination of this Contract, all reasonable transition assistance requested by the Department, to allow for the expired or terminated portion of the deliverables and services to continue without interruption or adverse effect, and to facilitate the orderly transfer of the deliverables and services to the Department or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to the transition assistance. Within thirty days of receipt of the Notice of termination or thirty days prior to and again on expiration of the Contract, Contractor must provide, in machine readable form, a then-up-to-date, usable copy of the databases it has developed and administers for the Department in an industry-standard format specified by the Department (an example of which, as of the Effective Date of this Contract, would be the Contractor’s provision of the following: the data tables containing the Department’s Data, computed values, and reference data, all of which would be copied by Contractor into a database created using a database management system (DBMS) that the Department would license separately and make available to Contractor for purposes of such copying, with the Department being responsible for the subsequent operation of that separately licensed DBMS, including any needed hardware, system software, or reference data licensing) or such alternative format on which the Department and Contractor agree in writing, and a copy of all documentation needed by the Department to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to the Department. 23.9.4 Notwithstanding anything contained herein to the contrary, and subject to Section 23.9.5, below, in the event this Contract is terminated by the Department, the Department has the option to continue the use and operation of the Module and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services. 23.9.5 The Department must pay Contractor for any resources utilized in performing such transition assistance at the most current rates provided by this Contract. If there are no established Contract rates, then the rate will be mutually agreed by the parties. If the Department terminates this Contract under Sections 23.1, 23.2, 23.3, or 23.10, then the Department will be entitled to offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages the Department has otherwise accrued as a result of such termination.
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Termination and Expiration Procedure. 23.9.1 22.9.1 Upon termination or expiration of this Contract, the DepartmentDSHS, in addition to any other rights provided in this Contract, may require Contractor to deliver to the Department DSHS any Property, including Equipment, Software, but not limited to Deliverables and Data for which the Department has purchased and paidData, for such part of this Contract as has been terminated.
23.9.2 22.9.2 After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by the DepartmentDSHS, Contractor mustshall:
23.9.2.1 22.9.2.1 Stop work under this Contract on the date, and to the extent specified, in the Notice;
23.9.2.2 22.9.2.2 Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated;
23.9.2.3 22.9.2.3 As soon as practicable, but in no event more longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Department DSHS to the extent required, which approval or ratification will shall be final for the purpose of this Section;
23.9.2.4 THIS SECTION IS INTENTIONALLY LEFT BLANK22.9.2.4 Complete performance of such part of this Contract as shall not have been terminated by DSHS;
23.9.2.5 22.9.2.5 Take such action as may be necessary, or as the Department’s Project Manager ODHH TRS Contract Administrator may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which the Department DSHS has an interest;
23.9.2.6 22.9.2.6 Transfer title to the Department DSHS and deliver in the manner, at the times, and to the extent directed by the Department’s Project ManagerODHH TRS Contract Administrator, any Property which is required to be furnished to the Department DSHS and which has been accepted or requested by the DepartmentDSHS; and
23.9.2.7 22.9.2.7 Provide written certification to the Department DSHS that Contractor has surrendered to the Department DSHS all such Property.
23.9.3 22.9.3 Upon the expiration or the termination of this Contract for any reason, DSHS’s rights to Services and/or Data will be as follows:
23.9.3.1 22.9.3.1 Unless otherwise agreed to between the parties as part of a turnover plan, Contractor will provide DSHS or its designee a license to use for the State’s purposes Services and/or data at no additional charge and provide technical and professional support and maintenance at Contractor’s then-current rates.
22.9.3.2 Contractor must provide for a reasonable reasonable, mutually agreed period of time after the expiration or termination of this ContractAgreement, of at least 180 Days, all reasonable transition assistance requested by the DepartmentDSHS, to allow for the expired or terminated portion of the deliverables and services Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of the deliverables and services such Services to the Department DSHS or its designees. Notwithstanding anything contained herein to the contrary, in the event this Agreement is terminated by DSHS under Sections 22.1 – 22.3, DSHS shall have the option to continue the use and operation of the WATRS for a period of not more than 180 Days after the effective date of termination of this Agreement in order to identify and complete the transition to alternative software products and services. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this ContractAgreement, except for those terms or conditions that do not reasonably apply to the such transition assistance. Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by DSHS, Contractor will also in accordance with instructions provided by DSHS provide any turnover assistance Services or data necessary to enable DSHS or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within thirty ten days of receipt of the Notice of termination or thirty ten days prior to and again on expiration of the Contract, Contractor must shall provide, in machine readable form, a then-up-to-date, usable copy of the databases it has developed and administers for the Department Data in an industry-standard a format specified by the Department (an example of which, as of the Effective Date of this Contract, would be the Contractor’s provision of the following: the data tables containing the Department’s Data, computed values, and reference data, all of which would be copied by Contractor into a database created using a database management system (DBMS) that the Department would license separately and make available to Contractor for purposes of such copying, with the Department being responsible for the subsequent operation of that separately licensed DBMS, including any needed hardware, system software, or reference data licensing) or such alternative format on which the Department and Contractor agree in writing, DSHS and a copy of all documentation needed by the Department DSHS to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to the DepartmentDSHS.
23.9.4 Notwithstanding anything contained herein to 22.9.3.3 DSHS shall pay the contrary, and subject to Section 23.9.5, below, in the event this Contract is terminated by the Department, the Department has the option to continue the use and operation of the Module and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services.
23.9.5 The Department must pay Contractor for any resources utilized in performing such transition assistance at the most Contractor’s then-current rates provided by this Contractrates. If there are no established Contract rates, then DSHS terminates the rate will be mutually agreed by the parties. If the Department terminates Project or this Contract under Sections 23.1, 23.2, 23.3, or 23.1022.1 - 22.3, then the Department DSHS will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages the Department has DSHS may have otherwise accrued as a result of such termination.
22.9.3.4 As part of the turnover, within 90 days following expiration or termination of the Contract, Contractor shall transfer to DSHS or its designee applicable toll-free numbers and the customer profile database as described in the Response and as required by the FCC.
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Samples: Telecommunications
Termination and Expiration Procedure. 23.9.1 Upon termination or expiration of this Contract, the Department, in addition to any other rights provided in this Contract, may require Contractor to deliver to the Department any Property, including Equipment, Software, Deliverables and Data Work Product for which the Department has purchased and paid, for such part of this Contract as has been terminated.
23.9.2 After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by the Department, Contractor must:
23.9.2.1 Stop work under this Contract on the date, and to the extent specified, in the Notice;
23.9.2.2 Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such that portion of the work under this Contract that is not terminated;
23.9.2.3 As soon as practicable, but in no event more than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Department to the extent required, which approval or ratification will be final for the purpose of this Section;
23.9.2.4 THIS SECTION IS INTENTIONALLY LEFT BLANK;
23.9.2.5 Take such action as may be necessary, or as the Department’s Project Manager may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which the Department has an interest;
23.9.2.6 Transfer title to the Department and deliver in the manner, at the times, and to the extent directed by the Department’s Project Manager, any Property which is required to be furnished to the Department and which has been accepted or requested by the Department; and
23.9.2.7 Provide written certification to the Department that Contractor has surrendered to the Department all such Property.
23.9.3 Upon the expiration or the termination of this Contract for any reason:
23.9.3.1 Contractor must provide provide, for a reasonable period of time after the expiration or termination of this Contract, all reasonable transition assistance requested by the Department, to allow for the expired or terminated portion of the deliverables Deliverables and services Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of the deliverables Deliverables and services Services to the Department or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to the transition assistance. Within thirty days of receipt of the Notice of termination or thirty days prior to and again on expiration of the Contract, Contractor must provide, in machine readable form, a then-up-to-date, usable copy of the databases it has developed and administers for the Department in an industry-standard format specified by the Department (an example of which, as of the Effective Date of this Contract, would be the Contractor’s provision of the following: the data tables containing the Department’s Data, computed values, and reference data, all of which would be copied by Contractor into a database created using a database management system (DBMS) that the Department would license separately and make available to Contractor for purposes of such copying, with the Department being responsible for the subsequent operation of that separately licensed DBMS, including any needed hardware, system software, or reference data licensing) or such alternative format on which the Department and Contractor agree in writing, and a copy of all documentation Documentation needed by the Department to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to the Department.
23.9.4 Notwithstanding anything contained herein to the contrary, and subject to Section 23.9.5, below, in the event this Contract is terminated by the Department, the Department has the option to continue the use and operation of the Module and Services for a period of not more than 365 days after the effective date of termination or expiration of this Contract in order to identify and complete the transition to alternative software products and services.
23.9.5 The Department must pay Contractor for the use and operation of the Module and Services pursuant to Section 23.9.4, and for any resources utilized in performing such transition assistance at the most current rates provided by this Contract. If there are no established Contract rates, then the rate will be mutually agreed by the parties. If the Department terminates this Contract under Sections 23.1, 23.2, 23.3, or 23.10, then the Department will be entitled to offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any accrued liquidated damages or other damages awarded to the Department has otherwise accrued as a result of such termination.
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Samples: Contract
