Termination Assistance Plan. 2.1 Provider and Company shall establish a termination assistance team ("Termination Assistance Team") tasked with:
(a) documenting a Termination Assistance Plan that can be executed in connection with expiration or termination of the Agreement;
(b) meeting and agreeing to the details of the relevant Termination Assistance Plan and reviewing and updating the plan at least annually;
(c) facilitating the transition during the Termination Assistance Period; and
(d) managing the performance of the Parties' respective obligations under the Termination Assistance Plan.
2.2 In accordance with Section 13.3 of the Agreement, the Termination Assistance Team shall jointly develop, and Provider will submit for Company's approval a Termination Assistance Plan within [***]* after the Process Take-On Date. Provider will update the entire plan at least once per [***]* or after any significant event.
2.3 The Termination Assistance Plan will include the activities, timeframes and dependencies for transition of the Services performed by Provider to Company or a third party successor of Provider. This will include, by necessity, any activities needed to extract Company data and processes and access to those assets in the event that extraction is not feasible or desirable. The Termination Assistance Plan shall also address the manner in which Provider will minimize any disruption and/or degradation of the Services.
2.4 Provider will provide Company the opportunity to provide input into the Termination Assistance Plan through the Termination Assistance Team.
2.5 Consistent with the provisions set forth in Sections 13.3 and 13.4 of the Agreement, and any other services agreed to by the Parties, Provider will include the following Termination Assistance Services in the Termination Assistance Plan to be performed upon a termination or expiration of the Agreement: [***]* -------- * Confidential information has been omitted. Human Resources Services Agreement - Schedule T - Final 1 October 18, 2001 Proprietary and Confidential International Paper / Exult SCHEDULE U REPORTS SCHEDULE
Termination Assistance Plan. The “Termination Assistance Period” shall commence on the date indicated in the terminating Party’s notice of termination and shall continue for 180 days thereafter, not to extend past the date on which the MSA expires under Sections 16.1 and 16.
Termination Assistance Plan. During the Termination Assistance Period, Service Provider shall perform the Termination Assistance and provide the deliverables in accordance with the terms and conditions set forth in the Termination Assistance Plan established pursuant to Schedule P (Termination/Expiration Assistance). If any services, functions, or responsibilities not specifically described in the Termination Assistance Plan are an inherent or necessary part of the Termination Assistance, they shall be deemed to be included within the scope of the Termination Assistance to be delivered, as if such Services, functions, or responsibilities were specifically described in the Termination Assistance Plan. Unless otherwise agreed, ALU shall not incur any Fees, charges, or expenses payable to Service Provider or third parties in connection with the Termination Assistance, other than those Fees, charges, and expenses specified in Schedule C (Prices) and those incurred by Service Provider in connection with its performance of tasks designated in the Termination Assistance Plan as Service Provider’s responsibility. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS
Termination Assistance Plan. (a) Within 30 days following the Execution Date, the Supplier must submit to Transport a further, detailed version of the Termination Assistance Plan for approval by Transport. The Supplier must make such changes to that draft as are requested by Transport and resubmit the draft to Transport for approval.
Termination Assistance Plan. Termination Assistance Services shall be conducted in accordance with a detailed written plan (the “Termination Assistance Plan”) which shall include: (a) a description of the Termination Assistance Services; (b) a schedule of pre-migration, migration and post-migration activities; (c) a description of the resources, methods and personnel (including Key Personnel) Contractor shall use to provide the Termination Assistance Services; (d) a schedule of migration activities; (e) a detailed description of the respective roles and responsibilities of Oncor and Contractor; (f) the Fees payable by Oncor to Contractor for the Termination Assistance Services, if any; (g) such planning as is necessary to effect the migration of the Services to Oncor or its designee(s); (h) a description of any assets to be transferred to Oncor or its designee(s); and (i) such other information and planning as are necessary to ensure that the migration takes place on schedule and with minimal adverse impact on Oncor’s business and operations. The Parties shall jointly prepare and finalize the Termination Assistance Plan in accordance with Oncor’s reasonable timeframe and requirements; provided that each Termination Assistance Plan shall be subject to approval by Oncor.
Termination Assistance Plan. As part of the Terminated Services, SI will develop and deliver a mutually agreed to termination assistance plan for the transition of the Terminated Services from SI to the Province or to the ASI, as directed by the Province, in the manner set forth in this Article 17 (the
Termination Assistance Plan. Supplier will assist Hercules in the development of a plan for the transition of the Services from Supplier to Hercules or its designee(s) in accordance with the provisions of Section 4.3(b)(1)(i) of the Agreement. SPECIFIC TERMINATION ASSISTANCE SERVICES General Support As directed by Hercules, Supplier shall perform general support and other activities as set forth in Section 4.3(b) of the Agreement. Knowledge Transfer Supplier will provide for a transfer of knowledge regarding the Services and related topics so as to facilitate the provision of the Services by Hercules, and Eligible Recipient and/or their designee(s). This knowledge transfer shall include: Supplying information regarding the Services as reasonably necessary to implement the termination assistance plan, and providing such information regarding Services as reasonably necessary for Hercules, an Eligible Recipient or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of Hercules and the Eligible Recipients, including (i) relevant documentation; and (ii) key support contacts (names, business phone numbers, fax numbers, e-mail addresses and business postal addresses) of Hercules, third party personnel and Supplier Personnel during the transition from Supplier to Hercules and Eligible Recipient and/or their designee(s); THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Supplying information concerning Equipment, Software (consistent with the provisions of Section 14.6 of the Agreement and Schedule B (Software), types and skills of personnel, third parties, and other resources used by Supplier to provide Services to Hercules under this Agreement, as may be reasonably necessary for Hercules, an Eligible Recipient and/or their designee(s) to assume responsibility for the Services; Explaining the Change Control Procedures, change management process, problem management process, Policy and Procedures Manual, Reports and other standards and procedures to Hercules’, and Eligible Recipients’ and/or their designee(s)’s operations staff; Providing reasonable access, in person and by telephone, to Supplier Personnel through the end of Supplier’s provision of Termination Assistance Services (including any Supplier Personnel involved in performing the Services...
Termination Assistance Plan. (iii) obtaining for DIR, the DIR Customers, and their designee(s) the licenses described in Article 7
(iv) DIR’s approval rights (which must apply directly to the Subcontractor);
(v) compliance with DIR Rules, DIR Standards, Strategic Plans, and applicable laws;
(vi) audit rights as described in Section 4.11 Audit Rights;
(vii) Key Personnel;
(viii) insurance coverage as described in Attachment 2 Insurance and Risk of Loss, with coverage limits consistent with the scope of the work to be performed by such Subcontractors;
(ix) obtaining for DIR and DIR Customers the rights specified in Section 4.12.1
Termination Assistance Plan. IBM understands and agrees that VMU’s business operations are dependent on the Services, and that VMU’s inability to receive the Services would result in irreparable damages to VMU; provided however, that if IBM terminates this Agreement pursuant to Section 28.3, IBM will provide VMU with Termination Assistance Services only if VMU pays for such Termination Assistance Services (in accordance with Section 29.2 below) monthly in advance. Therefore, upon the expiration of this Agreement or its termination by either Party for any reason, including the breach of this Agreement by the other Party, Termination Assistance Services shall be provided as set forth in this Section 29. If no Termination Assistance Plan has yet been agreed to at the time of termination, the rights of VMU upon any expiration or termination of this Agreement shall be as set forth in this Section 29. If a Termination Assistance Plan has been agreed to, then the rights of VMU upon any expiration or termination of this Agreement shall be as set forth in the most recent approved Termination Assistance Plan, and also as set forth in this Section 29. In the event of any inconsistency between this Section 29 and the applicable Termination Assistance Plan, this Section shall govern.
Termination Assistance Plan. The Master Servicer will work with the Back-Up Manager to develop a plan reasonably acceptable to the Control Party for the orderly transition of the performance of the Services from the Master Servicer and its subservicers to the Successor Servicer or its designated alternate service provider.
