Common use of Transition Personnel Requirements Clause in Contracts

Transition Personnel Requirements. Contractor will make Contractor personnel available on a commercially reasonable basis to assist in the transition from the Licensed Software supported by Contractor’s Maintenance and Support Services, to the Substitute Product, supported by the JBE or the JBE’s designee. This Participation Agreement is made and entered into as of [month/day/year] (“Participation Agreement Effective Date”) by and between the _________________ [add full name of the JBE] (“JBE”) and [add name of Contractor] (“Contractor”) pursuant to the Master Agreement #__________ [add Master Agreement # - see cover page] (“Master Agreement”) dated __________, 20__ [add Effective Date of the Master Agreement] between the Judicial Council of California (“Establishing JBE”) and Contractor. Unless otherwise specifically defined in this Participation Agreement, each capitalized term used in this Participation Agreement shall have the meaning set forth in the Master Agreement. This Participation Agreement constitutes and shall be construed as a separate, independent contract between Contractor and the JBE, subject to the following: (i) this Participation Agreement shall be governed by the Master Agreement, and the terms in the Master Agreement are hereby incorporated into this Participation Agreement; (ii) the Participation Agreement (including any Statement of Work) may not alter or conflict with the terms of the Master Agreement, or exceed the scope of the Work provided for in the Master Agreement; and (iii) the term of the Participation Agreement may not extend beyond the expiration date of the Master Agreement. The Participation Agreement and the Master Agreement shall take precedence over any terms and conditions included on Contractor’s invoice or similar document. Under this Participation Agreement, the JBE will order Contractor’s Work by attaching and incorporating a Statement of Work and any other necessary ordering documents. The JBE’s Statement of Work will be substantially similar to the model Statement of Work set forth in Exhibit 6 of the Master Agreement. The JBE is solely responsible for the acceptance of and payment for the Work under this Participation Agreement. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Establishing JBE shall have no liability or responsibility of any type related to: (i) the JBE’s use of or procurement through the Master Agreement (including this Participation Agreement), or (ii) the JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity. Pricing for the Work shall be in accordance with the prices set forth in the Master Agreement. The term of this Participation Agreement shall be from the Effective Date until: [__________month/day/year – may not exceed the Expiration Date of the Master Agreement]. The JBE hereby orders, and Contractor hereby agrees to provide, the Work set forth in the attached Statement of Work. Notices regarding this Participation Agreement must be sent to the following address and recipient: With a copy to: With a copy to: Either party may change its address for notices by giving the other party notice of the new address in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, three (3) days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service. This Participation Agreement and the incorporated documents and provisions (including the terms of the Master Agreement) constitute the entire agreement between the parties and supersede any and all prior understandings and agreements, oral or written, relating to the subject matter of this Participation Agreement.

Transition Personnel Requirements. Contractor will make Contractor personnel available on a commercially reasonable basis to assist in the transition from the Licensed Software supported by Contractor’s Maintenance and Support Services, to the Substitute Product, supported by the JBE or the JBE’s designee. END OF EXHIBIT 12 This Participation Agreement Participating Addendum is made and entered into as of [month/day/year] (“Participation Agreement Participating Addendum Effective Date”) by and between the _________________ [add full name of the JBE] (“JBE”) and [add name of Contractor] (“Contractor”) pursuant to the Master Agreement #__________ [add Master Agreement # - see cover page] (“Master Agreement”) dated __________, 20__ [add Effective Date of the Master Agreement] between the Judicial Council [add name of California the JBE that established the Master Agreement] (“Establishing JBE”) and Contractor. Unless otherwise specifically defined in this Participation AgreementParticipating Addendum, each capitalized term used in this Participation Agreement Participating Addendum shall have the meaning set forth in the Master Agreement. This Participation Agreement Participating Addendum constitutes and shall be construed as a separate, independent contract between Contractor and the JBE, subject to the following: (i) this Participation Agreement Participating Addendum shall be governed by the Master Agreement, and the terms in the Master Agreement are hereby incorporated into this Participation AgreementParticipating Addendum; (ii) the Participation Agreement Participating Addendum (including any Statement of Workpurchase order documents pursuant to the Participating Addendum) may not alter or conflict with the terms of the Master Agreement, or exceed the scope of the Work provided for in the Master Agreement; and (iii) the term of the Participation Agreement Participating Addendum may not extend beyond the expiration date of the Master Agreement. The Participation Agreement Participating Addendum and the Master Agreement shall take precedence over any terms and conditions included on Contractor’s invoice or similar document. Under this Participation AgreementParticipating Addendum, the JBE will may, at its option, order Contractor’s Work by attaching and incorporating a Statement of Work and any other necessary ordering documents. The JBE’s Statement of Work will be substantially similar to the model Statement of Work set forth in Exhibit 6 of the Master Agreement. The ordering documents, including the Statement of Work, are subject to the following: such documents are subject to and governed by the terms of the Master Agreement and the Participating Addendum, and any term in the ordering documents that conflicts with or alters any term of the Master Agreement (or the Participating Addendum) or exceeds the scope of the Work provided for in the Master Agreement, will not be deemed part of the contract between Contractor and JBE. Subject to the foregoing, this Participating Addendum shall be deemed to include such ordering documents. The JBE is solely responsible for the acceptance of and payment for the Work under this Participation AgreementParticipating Addendum. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Establishing JBE shall have no liability or responsibility of any type related to: (i) the JBE’s use of or procurement through the Master Agreement (including this Participation AgreementParticipating Addendum), or (ii) the JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity. Pricing for the Work shall be in accordance with the prices set forth in the Master Agreement. The term of this Participation Agreement Participating Addendum shall be from the Effective Date until: [__________month/day/year – may not exceed the Expiration Date of the Master Agreement]. The JBE hereby orders, and Contractor hereby agrees to provide, the following Work as set forth in the attached Statement of Work, and pursuant to the Master Agreement. Notices regarding this Participation Agreement Participating Addendum must be sent to the following address and recipient: With a copy to: With a copy to: Either party may change its address for notices by giving the other party notice of the new address in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, three (3) days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service. Invoices shall be sent to the following address and recipient: __________________________________________________________________ This Participation Agreement Participating Addendum and the incorporated documents and provisions (including the terms of the Master Agreement) constitute the entire agreement between the parties and supersede any and all prior understandings and agreements, oral or written, relating to the subject matter of this Participation AgreementParticipating Addendum.

Transition Personnel Requirements. Contractor will make Contractor personnel available on a commercially reasonable basis to assist in the transition from the Licensed Software supported by Contractor’s Maintenance and Support Services, to the Substitute Product, supported by the JBE or the JBE’s designee. EXHIBIT 13 PARTICIPATING ADDENDUM (1) This Participation Agreement Participating Addendum is made and entered into as of [month/day/year] (“Participation Agreement Participating Addendum Effective Date”) by and between the _________________ [add full name of the JBE] (“JBE”) and [add name of Contractor] (“Contractor”) pursuant to the Master Agreement #__________ [add Master Agreement # - see cover page] (“Master Agreement”) dated __________, 20__ 20 [add Effective Date of the Master Agreement] between the Judicial Council [add name of California the JBE that established the Master Agreement] (“Establishing JBE”) and Contractor. Unless otherwise specifically defined in this Participation AgreementParticipating Addendum, each capitalized term used in this Participation Agreement Participating Addendum shall have the meaning set forth in the Master Agreement. . (2) This Participation Agreement Participating Addendum constitutes and shall be construed as a separate, independent contract between Contractor and the JBE, subject to the following: (i) this Participation Agreement Participating Addendum shall be governed by the Master Agreement, and the terms in the Master Agreement are hereby incorporated into this Participation AgreementParticipating Addendum; (ii) the Participation Agreement Participating Addendum (including any Statement of Workpurchase order documents pursuant to the Participating Addendum) may not alter or conflict with the terms of the Master Agreement, or exceed the scope of the Work provided for in the Master Agreement; and (iii) the term of the Participation Agreement Participating Addendum may not extend beyond the expiration date of the Master Agreement. The Participation Agreement Participating Addendum and the Master Agreement shall take precedence over any terms and conditions included on Contractor’s invoice or similar document. . (3) Under this Participation AgreementParticipating Addendum, the JBE will may, at its option, order Contractor’s Work by attaching and incorporating a Statement of Work and any other necessary ordering documents. The JBE’s Statement of Work will be substantially similar to the model Statement of Work set forth in Exhibit 6 of the Master Agreement. The ordering documents, including the Statement of Work, are subject to the following: such documents are subject to and governed by the terms of the Master Agreement and the Participating Addendum, and any term in the ordering documents that conflicts with or alters any term of the Master Agreement (or the Participating Addendum) or exceeds the scope of the Work provided for in the Master Agreement, will not be deemed part of the contract between Contractor and JBE. Subject to the foregoing, this Participating Addendum shall be deemed to include such ordering documents. (4) The JBE is solely responsible for the acceptance of and payment for the Work under this Participation AgreementParticipating Addendum. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Establishing JBE shall have no liability or responsibility of any type related to: (i) the JBE’s use of or procurement through the Master Agreement (including this Participation AgreementParticipating Addendum), or (ii) the JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity. Pricing for the Work shall be in accordance with the prices set forth in the Master Agreement. The term of this Participation Agreement shall be from the Effective Date until: [__________month/day/year – may not exceed the Expiration Date of the Master Agreement]. The JBE hereby orders, and Contractor hereby agrees to provide, the Work set forth in the attached Statement of Work. Notices regarding this Participation Agreement must be sent to the following address and recipient: With a copy to: With a copy to: Either party may change its address for notices by giving the other party notice of the new address in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, three (3) days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service. This Participation Agreement and the incorporated documents and provisions (including the terms of the Master Agreement) constitute the entire agreement between the parties and supersede any and all prior understandings and agreements, oral or written, relating to the subject matter of this Participation Agreement.or