Termination Services. Each Provider shall reasonably cooperate with the Recipient of each Service, upon request and on commercially reasonable terms (which will be added to the Service Charges), to facilitate such Recipient’s transition to provision of such services by a replacement provider or by its own employees.
Termination Services. The Contract Administrator shall notify the Office of Purchasing of unsatisfactory performance and/or deficiencies in service that remain unresolved or recurring. The Office of Purchasing shall notify the contractor, in writing, of such unresolved or recurring deficiencies within five (5) working days of notification by the Contract Administrator. Upon the third such written notification of unsatisfactory performance and/or deficiencies to the contractor by the Office of Purchasing within a four (4) month period; or the sixth such notification within any contract term, shall result in issuance of written notice of immediate contract termination to the contractor by the Office of Purchasing. Such termination may also result in suspension or debarment of the contractor.
Termination Services. Client will pay the costs set forth in paragraph 4 of Exhibit D for the Termination Services.
Termination Services. PwCES shall make available to Equifax the Termination Services under the terms and conditions set forth in Exhibit 11. If Equifax elects to engage a third party to provide services after termination or expiration of this Agreement, then Equifax shall include in its contract with such third party that such third party (i) shall execute a confidentiality agreement in substance the same as is set forth in the form attached in Exhibit 15, to protect PwCES's and its Affiliates' and contractors' proprietary and confidential information and (ii) shall agree in writing not to solicit, for a period of two (2) years, any of PwCES's or its Affiliates' partners, employees or agents that become known to such third party as a result of the transition of the Services from PwCES to such third party.
Termination Services. Commencing at the delivery of any notice of termination through the effective date of termination thereof, Seller will provide to Halliburton reasonable cooperation, assistance and Services with the goal of allowing the Services to continue without interruption or adverse effect and to facilitate the orderly transition and migration of the Services to Halliburton or its designee. Seller shall charge Halliburton for termination Services on the basis of the prices set forth on any Services and Products Pricing Exhibit or Purchase Order, unless otherwise agreed to by Halliburton and Seller.
Termination Services the services and activities to be performed by the Service Provider pursuant to the Exit Plan, including those activities listed in clause 39.13 and any other services required pursuant to the Termination Assistance Notice. Transferred Equipment: any equipment which is to be transferred in accordance with clause 10 and as more particularly specified in Schedule 1 (Specification).
Termination Services. (i) At the termination of all services under this Agreement and to facilitate an orderly transfer of all responsibility for the co-sourced functions to Metavante, or its designee, Virtusa shall perform Termination Services in accordance with a jointly developed plan for such Termination Services (“Termination Services Plan”) in accordance with the terms set forth herein.
(ii) Virtusa shall provide Termination Services to Metavante at Metavante’s request in the event of expiration or termination of this Agreement, subject to the terms herein. Upon Metavante’s prior written notice to Virtusa of (1) Metavante’s decision to not renew the terms of this Agreement and for the Agreement to expire on the terms set forth herein and (2) Metavante’s request for Termination Services, Metavante and Virtusa shall develop and implement a Termination Services Plan [***] to the expiration date of the applicable Work Order. If Virtusa or Metavante terminates this Agreement prior to its scheduled expiration pursuant to the terms herein, the parties shall develop and implement such Termination Services Plan, commencing on the Termination Date. The Termination Services Plan shall include the Termination Services to be performed, the respective obligations of the parties, the Metavante and Virtusa resources who will participate in the plan, and inventory of the responsibilities to be transitioned, target completion dates, estimated effort, and exit criteria by which Metavante will confirm that the Termination Services have been completed.
Termination Services. The Termination Services shall commence upon or before the expiration of the Non-Termination Services, as applicable, and each of such Termination Services shall cease upon expiration of the applicable periods of service set forth in paragraph 4 below, or such other period as mutually agreed between the parties. Nothing in this Exhibit C shall be deemed to constitute an extension of the period for which Non-Termination Services are provided under this Agreement.
Termination Services. Termination services shall mean those activities required to transfer responsibility to Metavante for those tasks and activities that were being performed by Virtusa under this Agreement (“Termination Services”). Termination Services shall include, but shall not be limited to, the following types of services: · Reverse Knowledge Transfer: Virtusa resources will work with the Metavante resources to transition their knowledge of Metavante projects, activities and applications to a Metavante designated resource. The reverse knowledge transfer will be performed based on the Termination Services Plan. For the avoidance of doubt, all such services will be limited to knowledge transfer only and all development work and coding of the Virtusa resources shall not be included in any Termination Services. · Transition of Deliverables: Virtusa resources will transition responsibility for completed and in-process deliverables to a Metavante designated resource. If a Metavante resource cannot be identified for this transition, Virtusa resources will document the deliverables in accordance with jointly agreed deliverable transition guidelines. The transition will be performed based on the Termination Services Plan. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS. · Communications: Virtusa and Metavante shall together keep the [***] and [******] connections between Metavante and Virtusa work locations operable for the Termination Services Period (defined below).
Termination Services. The parties agree that ThermoRetec will cooperate with AGLC to assist in the orderly transfer of the Services to AGLC or another service provider in connection with the expiration or earlier termination of this Agreement for any reason. Without limiting the generality of the foregoing, upon AGLC's request, subject to Section 8.6 hereof, ThermoRetec shall provide transfer assistance in connection with migrating the work to AGLC or another service provider ("Transfer Assistance") for a period, unless a shorter period is specified in Section 8.5, of up to one year following the expiration of this Agreement or up to one year following any notice of termination (as the case may be). ThermoRetec shall provide the Transfer Assistance in accordance with this Section 9 even if AGLC has materially breached this Agreement (other than an uncured payment default or failure to defend and indemnify ThermoRetec as provided herein) with or without an attendant termination for cause by ThermoRetec, if AGLC prepays a reasonable projection of the other charges hereunder for the Transfer Assistance for the entire period AGLC desires ThermoRetec to provide the Transfer Assistance. The Transfer Assistance shall be provided pursuant to the terms and conditions of this Agreement, and in lieu of all other compensation described herein (including the performance fee), ThermoRetec shall be compensated on a time and materials basis at its standard rates for such assistance; provided, however, that if AGLC has terminated this Agreement pursuant to Section 8.1(A) or 8.1(D), ThermoRetec shall provide the Transfer Assistance without any additional charge to AGLC; provided, further, that if AGLC has terminated this Agreement pursuant to Section 8.1(B) or 8.1(C), ThermoRetec shall provide the Transfer Assistance for the time periods and for the fees set forth in Section 8.5(d) and (e), respectively. If the Transfer Assistance requires ThermoRetec to incur costs that ThermoRetec would not otherwise incur in the performance of the Services under this Agreement, then ThermoRetec shall notify AGLC of the identity and scope of the activities requiring ThermoRetec to incur such costs and the projected amount of the charges that will be payable by AGLC for the performance of such assistance. Upon AGLC's authorization, ThermoRetec shall perform the assistance and invoice AGLC for such charges. Within 30 days after the date of the invoice, AGLC shall pay ThermoRetec for authorized additional charges...
