Common use of Transition Assistance Services Clause in Contracts

Transition Assistance Services. Transition Assistance Services shall include: (a) Full cooperation and participation in the Transition planning process, as more par- ticularly described in Section 16.06, which shall commence no later than the com- mencement of the Transition Period, at DIR’s sole and absolute discretion, and shall involve a series of meetings among the representatives of DIR, Vendor, the succes- sor service provider, if known, representatives of Vendor’s current State agency Cus- tomers and other parties whose participation would enhance the planning process, which process is more fully described in Phase Four set forth in this Section 16.04; and (b) Vendor providing to DIR, or the successor service provider, all of the items and mat- ters called out for in this Article 16, and other items or information reasonably neces- sary to complete the transition of the Services under the CTSA. Without limiting the foregoing, the Transition Assistance Services shall occur in five phases: (1) Phase 1 – Initial Reporting of Services Subject to Transition. On or by Decem- ber 31st two years prior to the Transition Effective Date, Vendor shall provide a written report, in the form required by DIR, disclosing all Services, as of De- cember 1st of the same year, that have expiration dates beyond the Expiration Date. Without limiting the foregoing, Vendor shall report on and include: (A) All Software that Vendor uses to perform its Services with each Customer and/or Authorized End User under each of the Services, including com- plete source and machine readable data, associated manuals, proce- dures, processes, documentation, descriptions, data files and other such items as available in accordance with existing third party licensing agreements. For each item of Software listed, Vendor shall provide a copy of the associated software license held by Vendor, the status of the transferability of the associated licenses to a successor entity under con- ditions similar to that of this Transition and the costs for Transition to DIR or the successor service provider, if any; (B) All hardware and other equipment, including all hardware leases for Equipment used to perform each Service, including leases which have a term beyond the Expiration Date. Vendor shall provide a copy of the as- signment/transfer and early termination clauses for each lease with a term beyond the Expiration Date and report on the status of transferability and any costs for transfer or early termination, if any. Vendor shall report all known costs for transfer or termination of such leases, including the existing leases or as the same may be amended prior to the Transition Effective Date; (C) All maintenance agreements for software, hardware or other equipment and assets, including copies of their assignment/transfer and early termi- nation clauses, a status report on transferability to DIR or its designee and the costs for transfer or early termination, if any; (D) All third-party supplier agreements, which have an effective date beyond the Expiration Date, including copies of their assignment/transfer and early termination clauses, a status report on transferability to DIR or its designee and the costs for transfer or early termination, if any; (E) A Software Upgrade Plan, detailing which products need to be purchased to maintain the Services through their respective expiration dates. Vendor shall comply with the Software Upgrade Plan during the Term. The Soft- xxxx Upgrade Plan shall include, at a minimum, an annual review re- quirement, with annual DIR approval of any changes to the Plan; and (F) Copies of the TEX-AN NG Customer Services Agreements with the Cus- tomers and /or Authorized End Users for Services. (2) Phase 2 – Ongoing Reports on Services through the Transition Effective Date. Phase 2 is composed of five (5) activities, as listed below: (A) Follow up Reporting. For each item reported in Phase I, Vendor shall up- date DIR on a semi-annual basis up to the Transition Effective Date. The first such update after December 31st shall be due on or by June 30th of the following year. (B) New TEX-AN NG Customer Services Agreements. For every TEX-AN NG Customer Services Agreement issued by Vendor to a Customer and /or Authorized End User between the initiation of the reporting period two years out from the Transition Effective Date and the Transition Effective Date, Vendor shall seek and receive DIR’s approval prior to entering into any TEX-AN NG Customer Services Agreements. DIR shall be provided no less than five Business Days in which to review the documentation for each proposed TEX-AN NG Customer Services Agreement, in substan- tially final form. In each instance Vendor shall provide that the TEX-AN NG Customer Services Agreement contains: 1) a complete assignment or transfer to DIR, or its successor service provider, on or by the Expiration Date, preferably at no cost to DIR or its designee, and 2) a termination for convenience clause in favor of Vendor and DIR in all such TEX-AN NG Customer Services Agreement; in the event a cost-free assignment thereof is not available. Vendor shall use commercially reasonable efforts to minimize the fee for assignment or transfer to DIR, or its successor service provider.

Transition Assistance Services. Transition Assistance Services shall include: (a) Full cooperation and participation in the Transition planning process, as more par- ticularly described in Section 16.06, which shall commence no later than the com- mencement of the Transition Period, at DIR’s sole and absolute discretion, and shall involve a series of meetings among the representatives of DIR, Vendor, the succes- sor service provider, if known, representatives of Vendor’s current State agency Cus- tomers and other parties whose participation would enhance the planning process, which process is more fully described in Phase Four set forth in this Section 16.04; and (b) Vendor providing to DIR, or the successor service provider, all of the items and mat- ters xxx- xxxx called out for in this Article 16, and other items or information reasonably neces- sary to complete the transition of the Services under the CTSA. Without limiting the foregoing, the Transition Assistance Services shall occur in five phases: (1) Phase 1 – Initial Reporting of Services Subject to Transition. On or by Decem- ber 31st two years prior to the Transition Effective Date, Vendor shall provide a written report, in the form required by DIR, disclosing all Services, as of De- cember 1st of the same year, that have expiration dates beyond the Expiration Date. Without limiting the foregoing, Vendor shall report on and include: (A) All Software that Vendor uses to perform its Services with each Customer and/or Authorized End User under each of the Services, including com- plete source and machine readable data, associated manuals, proce- dures, processes, documentation, descriptions, data files and other such items as available in accordance with existing third party licensing agreements. For each item of Software listed, Vendor shall provide a copy of the associated software license held by Vendor, the status of the transferability of the associated licenses to a successor entity under con- ditions similar to that of this Transition and the costs for Transition to DIR or the successor service provider, if any; (B) All hardware and other equipment, including all hardware leases for Equipment used to perform each Service, including leases which have a term beyond the Expiration Date. Vendor shall provide a copy of the as- signment/transfer and early termination clauses for each lease with a term beyond the Expiration Date and report on the status of transferability and any costs for transfer or early termination, if any. Vendor shall report all known costs for transfer or termination of such leases, including the existing leases or as the same may be amended prior to the Transition Effective Date; (C) All maintenance agreements for software, hardware or other equipment and assets, including copies of their assignment/transfer and early termi- nation clauses, a status report on transferability to DIR or its designee and the costs for transfer or early termination, if any; (D) All third-party supplier agreements, which have an effective date beyond the Expiration Date, including copies of their assignment/transfer and early termination clauses, a status report on transferability to DIR or its designee and the costs for transfer or early termination, if any; (E) A Software Upgrade Plan, detailing which products need to be purchased to maintain the Services through their respective expiration dates. Vendor shall comply with the Software Upgrade Plan during the Term. The Soft- xxxx ware Upgrade Plan shall include, at a minimum, an annual review re- quirement, with annual DIR approval of any changes to the Plan; and (F) Copies of the TEX-AN NG Customer Services Agreements with the Cus- tomers and /or Authorized End Users for Services. (2) Phase 2 – Ongoing Reports on Services through the Transition Effective Date. Phase 2 is composed of five (5) activities, as listed below: (A) Follow up Reporting. For each item reported in Phase I, Vendor shall up- date DIR on a semi-annual basis up to the Transition Effective Date. The first such update after December 31st shall be due on or by June 30th of the following year. (B) New TEX-AN NG Customer Services Agreements. For every TEX-AN NG Customer Services Agreement issued by Vendor to a Customer and /or Authorized End User between the initiation of the reporting period two years out from the Transition Effective Date and the Transition Effective Date, Vendor shall seek and receive DIR’s approval prior to entering into any TEX-AN NG Customer Services Agreements. DIR shall be provided no less than five Business Days in which to review the documentation for each proposed TEX-AN NG Customer Services Agreement, in substan- tially final form. In each instance Vendor shall provide that the TEX-AN NG Customer Services Agreement contains: 1) a complete assignment or transfer to DIR, or its successor service provider, on or by the Expiration Date, preferably at no cost to DIR or its designee, and 2) a termination for convenience clause in favor of Vendor and DIR in all such TEX-AN NG Customer Services Agreement; in the event a cost-free assignment thereof is not available. Vendor shall use commercially reasonable efforts to minimize the fee for assignment or transfer to DIR, or its successor service provider.

Transition Assistance Services. Transition Assistance Services shall include: (a) Full cooperation and participation in the Transition planning process, as more par- ticularly described in Section 16.06, which shall commence no later than the com- mencement of the Transition Period, at DIR’s sole and absolute discretion, and shall involve a series of meetings among the representatives of DIR, Vendor, the succes- sor service provider, if known, representatives of Vendor’s current State agency Cus- tomers and other parties whose participation would enhance the planning process, which process is more fully described in Phase Four set forth in this Section 16.04; and (b) Vendor providing to DIR, or the successor service provider, all of the items and mat- ters called out for in this Article 16, and other items or information reasonably neces- sary to complete the transition of the Services under the CTSA. Without limiting the foregoing, the Transition Assistance Services shall occur in five phases: (1) Phase 1 – Initial Reporting of Services Subject to Transition. On or by Decem- ber 31st two years prior to the Transition Effective Date, Vendor shall provide a written report, in the form required by DIR, disclosing all Services, as of De- cember 1st of the same year, that have expiration dates beyond the Expiration Date. Without limiting the foregoing, Vendor shall report on and include: (A) All Software that Vendor uses to perform its Services with each Customer and/or Authorized End User under each of the Services, including com- plete source and machine readable data, associated manuals, proce- dures, processes, documentation, descriptions, data files and other such items as available in accordance with existing third party licensing agreements. For each item of Software listed, Vendor shall provide a copy of the associated software license held by Vendor, the status of the transferability of the associated licenses to a successor entity under con- ditions similar to that of this Transition and the costs for Transition to DIR or the successor service provider, if any; (B) All hardware and other equipment, including all hardware leases for Equipment used to perform each Service, including leases which have a term beyond the Expiration Date. Vendor shall provide a copy of the as- signment/transfer and early termination clauses for each lease with a term beyond the Expiration Date and report on the status of transferability and any costs for transfer or early termination, if any. Vendor shall report all known costs for transfer or termination of such leases, including the existing leases or as the same may be amended prior to the Transition Effective Date; (C) All maintenance agreements for software, hardware or other equipment and assets, including copies of their assignment/transfer and early termi- nation clauses, a status report on transferability to DIR or its designee and the costs for transfer or early termination, if any; (D) All third-party supplier agreements, which have an effective date beyond the Expiration Date, including copies of their assignment/transfer and early termination clauses, a status report on transferability to DIR or its designee and the costs for transfer or early termination, if any; (E) A Software Upgrade Plan, detailing which products need to be purchased to maintain the Services through their respective expiration dates. Vendor shall comply with the Software Upgrade Plan during the Term. The Soft- xxxx Upgrade Plan shall include, at a minimum, an annual review re- quirement, with annual DIR approval of any changes to the Plan; and (F) Copies of the TEX-AN NG Customer Services Agreements with the Cus- tomers and /or Authorized End Users for Services. (2) Phase 2 – Ongoing Reports on Services through the Transition Effective Date. Phase 2 is composed of five (5) activities, as listed below: (A) Follow up Reporting. For each item reported in Phase I, Vendor shall up- date DIR on a semi-annual basis up to the Transition Effective Date. The first such update after December 31st shall be due on or by June 30th of the following year. (B) New TEX-AN NG Customer Services Agreements. For every TEX-AN NG Customer Services Agreement issued by Vendor to a Customer and /or Authorized End User between the initiation of the reporting period two years out from the Transition Effective Date and the Transition Effective Date, Vendor shall seek and receive DIR’s approval prior to entering into any TEX-AN NG Customer Services Agreements. DIR shall be provided no less than five Business Days in which to review the documentation for each proposed TEX-AN NG Customer Services Agreement, in substan- tially final form. In each instance Vendor shall provide that the TEX-AN NG Customer Services Agreement contains: 1) a complete assignment or transfer to DIR, or its successor service provider, on or by the Expiration Date, preferably at no cost to DIR or its designee, and 2) a termination for convenience clause in favor of Vendor and DIR in all such TEX-AN NG Customer Services Agreement; in the event a cost-free assignment thereof the- reof is not available. Vendor shall use commercially reasonable efforts to minimize the fee for assignment or transfer to DIR, or its successor service ser- vice provider.