TRANSITION AND TRANSFORMATION. 4.1 The parties shall comply with the provisions of Schedule 2, Exhibit D (Transition) to manage the adoption by the Service Provider of additional or substantially amended Services. The parties have agreed that in relation to the Run Services the obligations in Schedule 2, Exhibit D shall apply.
4.2 To the extent that in future the parties agree that a Transformation related project should be undertaken, they agree the provisions of Schedule 2, Exhibit E (Transformation) shall apply to the same.
TRANSITION AND TRANSFORMATION. 5.1 Each Party shall have its respective rights and obligations set out in Schedule 7 (Transition and Transformation).
5.2 Supplier shall ensure that all Transition Work and Transformation Work is carried out without causing to the extent reasonably practicable:
(A) any material or continuing deterioration or degradation in the availability, quality, scope or standard of any services being supplied to any Service Recipient (including the other Services, any internal supply by any member of Customer Group and any Third Party Provider) other than unavoidable and/or transitory disruption (which, in any event, shall to the extent reasonably practicable always be kept to a minimum level and, if possible, outside Working Hours);
(B) any material or continuing disruption to the business of any Service Recipient or any Third Party Provider other than unavoidable and/or transitory disruption (which, in any event, shall always be kept to a minimum level and, if possible, outside of Working Hours); and
(C) material or continuing degradation or impact upon the security and/or fidelity of any system (including information technology and telecommunications systems) of any Service Recipient or Third Party Provider.
5.3 The Parties acknowledge and agree that the Transition Plan and Transformation Plan are project management tools to be used by the Parties to co-ordinate and achieve Transition and Transformation. Each Party recognises that the requirements of Customer and any other Service Recipients and/or the obligations of Supplier may evolve over time and accordingly the Parties agree that the Transition Plan and Transformation Plan will be further developed and agreed jointly between the Parties from time to time in accordance with Schedule 7 (Transition and Transformation).
TRANSITION AND TRANSFORMATION. (a) The parties acknowledge that certain Transition Services and Transformation Services were performed by the Supplier pursuant to (and as defined in) the Amended and Restated Agreement.
TRANSITION AND TRANSFORMATION. (a) The Supplier shall comply with its obligations in relation to Transition and Transformation so that the Supplier can:
(i) take full control and responsibility for the Transition Services from the Signature Date; and
(ii) complete Transformation and commence provision of the relevant Services by the Transformation Cut-Over Date, in accordance with Schedule 2 (Transition and Transformation) and Schedule 3 (Services). For the avoidance of doubt, Schedule 2 (Transition and Transformation) shall apply to the initial transfer of the Services to the Supplier and to any subsequent transfer of Services to the Supplier pursuant to this Agreement. HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement
(b) The Supplier shall achieve the Key Milestones (including by satisfying all applicable Acceptance Criteria) by the applicable Key Milestone Dates.
(c) The Supplier shall assume responsibility for the Transition Services and shall comply with its obligations in relation to Transition and Transformation without causing any disruption to the businesses of HSBC or any other HSBC Group Member.
(d) If a Key Milestone is not achieved by the applicable Key Milestone Date, then the Supplier shall take all such additional steps necessary to achieve such Key Milestone as soon as practicable thereafter, and at no extra cost to HSBC or any HSBC Contracting Party, save to the extent that the failure to achieve the Key Milestone by the applicable Key Milestone Date arises as a direct result of a breach of this Agreement by HSBC or a Relief Event, in which case specified costs may be payable in accordance with clause 4.5(g)(i)(B).
(e) Save where a Relief Event occurs or clause 4.5(g) applies, if the Supplier fails to achieve a Key Milestone by the applicable Key Milestone Date:
(i) the Supplier shall pay to HSBC the applicable Liquidated Damages, if any, for the applicable Liquidated Damages Period;
(ii) the parties agree that the Liquidated Damages are fair and reasonable in all the circumstances and represent a genuine pre-estimate of the likely Losses that HSBC are likely to suffer as a result of the failure to achieve the relevant Key Milestone by the applicable Key Milestone Date; and
(iii) if the Key Milestone has not been achieved by the end of the applicable Liquidated Damages Period, this shall be deemed to be a material breach of this Agreement which is not capable of remedy, and HSBC shall be entitled to claim damages for any Lo...
TRANSITION AND TRANSFORMATION. 3.1 [***] Charges
TRANSITION AND TRANSFORMATION. 3.6.1 The Transition shall be carried out as follows:
(a) within [***] following the Signature Date, CSC shall propose and agree with Textron on changes to the overall written Transition Plan set forth in Schedule I.A (Transition) for the orderly handover of the Services from Textron and the Service Recipients to CSC, including staff loading charts for both Textron and CSC and scope of required activities for implementing the provision of the Services to Textron and the Service Recipients;
(b) the In-Scope Employees shall be dealt with in accordance with Schedule E (Employees);
(c) the Assigned Contracts and the Transferred Equipment shall be transferred from Textron to CSC in accordance with Section 8;
(d) the use of the Existing Equipment that is Supported Equipment, other than the Transferred Equipment, shall be provided by Textron to CSC in accordance with Section 8; and
(e) the Textron Facilities and related facility management services shall be provided by Textron to CSC in accordance with Schedule C (Service Recipients and Textron Facilities).
3.6.2 Within [***] following the Signature Date, CSC shall propose and agree with Textron on changes to the Transformation Plan set forth in Schedule I.B (Transformation) to include an overall written timetable for the completion of detailed plans for transformation of the Infrastructure System to the status that shall enable CSC to provide the Services and meet the End-State Service Levels that are required by each Tower Services Agreement. Each proposed plan shall include a specific description of each proposed Systems Change and a corresponding Impact Analysis, and upon mutual agreement by the Parties, each such plan shall be referred to individually as a “Transformation Plan,” and such plans shall be referred to collectively as the “Transformation Plans.”
3.6.3 CSC shall perform the Transition and Transformation with minimal disruption to the business of Textron or any of the Service Recipients.
3.6.4 CSC shall be responsible for the overall management of the Transition and Transformation and shall keep the Transition and Transformation on schedule in accordance with the timetable set forth in the Transition Plan and the Transformation Plans, respectively. In addition, CSC shall identify and resolve, or assist Textron and any Service Recipient in the resolution of (in the case of a Textron responsibility), any problems encountered in the timely completion of each task identified in the Transition Plan or i...
TRANSITION AND TRANSFORMATION. Supplier will perform its responsibilities for Transition and Transformation in accordance with the requirements of Schedule G and the applicable Statement of Work or Project Plan. Particular provisions related to Voya Group rights with respect to Transition and Transformation, and remedies for Supplier’s delays and failures, are set forth therein.
TRANSITION AND TRANSFORMATION. The Buyer can award a Call Off Contract via either completion of a Further Competition Procedure or by applying the direct award criteria to the Supplier’s Catalogue. The Buyer can award a Call Off Contract via either completion of a Further Competition Procedure or by applying the direct award criteria to the Supplier’s Catalogue. Where requested by the Buyer, Suppliers will provide a range of Services to deliver full technology service transition and transformation to Buyer. Services which may include but are not limited to: The identification of the transition/transformation success factors and their measurement. Risk analysis and risk management. Audit and due diligence activities for the present customer estate. Project and programme management, including planning, Delivery and reporting. Implementing and managing the transition/transformation process and coordination of resources, potentially across a multi Supplier environment. Post transition/transformation review to identify if the objectives, success factors and benefits have been met and realised. Legacy service decommissioning and disposal, including planning, Delivery and coordination of activities.
TRANSITION AND TRANSFORMATION
