Transition Assistance Following Termination. Upon termination of this Agreement for any reason, PBM will, as directed by Client, and/or Participating Group, provide Participating Group or its designee with up to twelve (12) transmissions at no charge, in the aggregate, of the following files: (a) existing Mail Order or Specialty Pharmacy open refill transfer files for Members, as based upon Participating Group most current eligibility files; (b) ed to by the PBM and new vendor.
Transition Assistance Following Termination. Upon the expiration or earlier termination of any SOW or this DMSA for any reason whatsoever other than default by ALERE, (a "Transition Event"), ALERE, at its option exercised by written notice to Subcontractor (a "Transition Notice"), may require (i) Subcontractor to continue providing Disease Management Services ("Continuing Services") for up to one hundred eighty (180) days following the Transition Event (the "Transition Assistance Period"), and (ii) Subcontractor to provide such transition assistance, as ALERE may reasonable require, to transition and transfer the Disease Management Services under any SOW to ALERE or to another vendor ("Transition Assistance Services"), the nature and extent of which assistance shall be as reasonably determined by ALERE, provided, however, that in so providing such Continuing Services and Transition Assistance Services following a Transition Event, Subcontractor shall not be required to take or forebear from taking any action that, absent appropriate safeguards and contractual protections, adversely affects the confidentiality or proprietary nature of the Subcontractor Proprietary System or any Confidential Information of Subcontractor.
Transition Assistance Following Termination
