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Exhibit M
Termination Assistance Services Level Credits
V 6.0
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FROM THE SEC
Termination Assistance Services
DOCUMENT INFORMATION
HP Project
Manager: Xxx Xxx
Customer Project
Manager: Na'ama Halperin
Prepared by:
Document Version
No: V 6.0
Preparation Date: 16/09/03
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Termination Assistance Services
INDEX
DOCUMENT INFORMATION................................................. 1
DOCUMENT INFORMATION................................................. 2
INDEX................................................................ 3
1 DEFINITIONS..................................................... 4
2 GENERAL......................................................... 5
3 PROPERTY AND DATA............................................... 6
4 TRANSITION PLAN................................................. 7
5 OPERATIONAL TRANSITION.......................................... 9
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Termination Assistance Services
1 DEFINITIONS
Unless otherwise defined herein, capitalized terms used in this Exhibit
shall have the meaning ascribed to them in the Agreement and, if not defined
therein, in the other Exhibits attached to this Agreement.
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Termination Assistance Services
2 GENERAL
This Exhibit sets out HP-OMS' obligations to provide Termination Assistance
Services in accordance with Section [20.7a] of the Agreement.
The obligations set out in this Exhibit are in addition to those set out in
Section [20.7a] of the Agreement.
Depending on the extent of the efforts required to provide the assistance
described herein, HP-OMS may charge the Customer for such assistance on a time
and materials basis per the Bank Hours' rates specified in Exhibit E, Section3.2
(BANK OF WORK HOURS).
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3 PROPERTY AND DATA
HP-OMS must provide reasonable notice to the Customer before removing any
software, hardware or documentation from the Customer Site or any other location
from which Services are provided. If the property is owned by the Customer, such
property must not be removed without its prior written consent.
HP-OMS will provide the Customer with such data as may be reasonably required
regarding the Services, resources used, performance and current projects.
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Termination Assistance Services
4 TRANSITION PLAN
The Transition Plan to be developed and implemented by HP-OMS and the
Customer according to clause [20.7a] of the Agreement must include the
following:
Knowledge Transfer
HP-OMS, or its Approved Subcontractors [to be defined], will provide
knowledge transfer regarding the Services. This shall include:
o Providing the Customer with information regarding the Services that is
necessary to implement the Transition Plan, and providing such
information regarding the Services as necessary for the Customer to
assume responsibility for continued performance of the Services in an
orderly manner so as to minimize disruption to the operations of the
Customer, including (i) relevant documentation; (ii) schedules and work
procedures;
o Providing reasonable training to the Customer's personnel in the
performance of those Services that are to be transferred;
o Permitting the Customer to assign the Customer's personnel to work with
personnel of HP-OMS, or its Approved Subcontractors,
to facilitate knowledge transfer from HP-OMS to the Customer;
o Explaining standards and procedures of MCC and RSC and Site(s)
documentation to the Customer's operations staff;
o Providing a list of all Software running at the commencement of the
transition period; and
o Providing details of the status of all projects current or proposed as
at the commencement of the transition period.
TRANSFER OF RESOURCES
HP-OMS shall provide all reasonable assistance required for the transfer of
resources, including software, third party contracts, at no charge to HP-OMS,
and all Equipment [to be defined], and other assets used by HP-OMS to perform
the Services for the Customer (the "Resources"). This shall include:
o Making any equipment owned or leased by HP-OMS that is substantially
dedicated to the performance of the Services available in the manner
set out in Section [20.7a];
o Providing asset listings, including listings of hardware and software
by Site, which will detail the purchase date of each
asset, depreciation method, years of depreciation, book value,
accumulated depreciation and net book value;
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o Providing contract listing by Site which will detail the name of the
service provider, the type of services provided and the price of the
services;
o Assigning contracts for any third party services that are utilized by
HP-OMS solely to perform the Services, at the option of the Customer;
o Licensing or assigning rights to use the Software in accordance with
Section [20.7a] of the Agreement;
o Obtaining Try to obtain any third party consents for the transfer of
the Equipment, Software and third party service contracts;
o Transferring billing, executing legal documents, and performing other
functions necessary to effect the assignment of third party service
contracts, to the extent commercially reasonable; and
o Preparing bills of sale or taking reasonable actions necessary to affect
the transfer of ownership of Resources. All as specified in Section
[20.7a] of the Agreement.
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5 OPERATIONAL TRANSITION
HP-OMS shall perform all activities required to effect a smooth transition of
operations responsibilities for the Services. This shall include:
o Providing to the Customer, to the extent available to HP-OMS and as
directed by the Customer, data, files, databases and sources with
respect to the HP-OMS Software (including third party software if
permitted by the applicable licences), along with run documentation and
job control listings, and other similar information necessary for the
Customer to run the Software for the Customer's benefit;
o Delivering then-existing systems support profiles, enhancement logs,
problem tracking/resolution documentation, function point data,
performance data, and status reports associated with applications
support;
o Providing work volumes, staffing requirements, actual service levels,
and information on historical performance for each Equipment component,
system or application over the preceding twelve (12) months;
o Providing copies of all the Customer Data and system files on electronic
media as specified by the Customer;
o Identifying work and projects expected to be in progress as of the
effective date of termination or expiration. With respect to such work,
document current status, stabilize for continuity during transition, and
provide any required training to achieve transfer of responsibility
without loss of momentum or adverse impact on any work and project
time tables;
o Providing pre-transition services, including:
o Providing the Customer with all the procedures and forms maintained,
including the sites documentations and contact lists;
o Providing the Customer with the current backup and restore systems and
equipment as well as storage media;
o Providing the Customer with the documentation used by HP-OMS to provide
the Services, including technical documentation, in hard-copy or
electronic media as indicated by the Customer;
o Providing the Customer with any problem logs the Customer does not
already have, reporting back at least two (2) years prior to the
termination date (or at least back to the Commencement Date of the
Agreement if the termination date is less than two (2) years from such
commencement);
o Identifying, recording and providing to the Customer control release
levels for system software;
o Providing and coordinating assistance in notifying HP-OMS' outside
vendors of the procedures to be followed during the turnover phase;
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o Reviewing all existing test, data and production software environments
with the Customer's operations staff;
o Providing reasonable assistance to the Customer in establishing or
transferring naming conventions;
o Delivering non-proprietary tools and databases used to provide the
Services with the necessary documentation, including those for tracking
projects and service information requests, and those used for knowledge
transfer;
o Generating and providing a tape and computer listing of the source code
for the HP-OMS Software in a form reasonably requested by the Customer.
Delivering the source code, technical specifications and materials to
the Customer. At the Customer's request, deliver job streams and
associated job control language and appropriate run documentation to
the Customer, if applicable;
o Assist the Customer in making arrangements for the physical
de-installation, transportation, and relocation of the Hardware and
physical assets;
o Providing documentation and diagrams for the, data, IP addressing
schema, managed device thresholds and configurations associated with
the provision of the Services; and
o Providing interim tapes of the Customer Data and off-site storage of
production data, as reasonably requested;
o PROVIDING OTHER SERVICES DURING THE TRANSITION, INCLUDING:
o Copying and delivering to the Customer all relevant requested
data files;
o In conjunction with the Customer, conducting a rehearsal of the
migration prior to cut-over as scheduled by the Customer;
o Delivering the content listings of all relevant requested data
files and print-outs of control file information to the
Customer;
o Providing reasonable assistance to the Customer in loading the
data files;
o Providing reasonable assistance to the Customer with the
movement of data from the then existing databases to the new
environment;
o Providing an image copy of each operating system environment in
dump/restore mode;
o Providing reasonable assistance to the Customer with the
turnover of all, data, and other communications networks and
systems; and
o Providing reasonable assistance to the Customer with the
turnover of all storage systems; and
o Providing reasonable assistance to the Customer with the
turnover of all Security systems; and
o Continuity of operations through the termination date.
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