Exit Management Clause Samples
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Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Authority within [three (3) months] after the Commencement Date and shall include or address the matters specified in Clause 44.3. The Authority shall provide to the Contractor the Authority’s comments on the plan within one (1) month of the Authority’s receipt of the plan. The Contractor shall take into account the comments and suggestions of the Authority and shall issue the final version of the Exit Plan to the Authority within ten (10) Working Days of receipt of the Authority’s comments.
44.3 The Contractor shall throughout the period of the Agreement review, maintain and continuously update the Exit Plan which shall include:
44.3.1 the activities required to enable the Authority to re-tender the Authority Requirements and/or the provision of the Services;
44.3.2 the activities necessary to support any Replacement Contractor or the Authority in carrying out any necessary due diligence relating to all or part of the Services;
44.3.3 details of the Exit Management to be provided by the Contractor prior to the Exit Management Date;
44.3.4 support for the Replacement Contractor or the Authority during their preparation of any relevant plan for the transition of the System to the Replacement Contractor or Authority, including prior to and during such transition period;
44.3.5 the main...
Exit Management. 18.1. In the event of this Agreement is terminated or expires for any reason,
18.1.1. in order to ensure that the disruption to GOtv and the GOtv customers are minimised, the SCP will continue to provide the Services as set out in this Agreement for the remainder of the notice period in question or such shorter period as determined by GOtv;
18.1.2. each Party will immediately cease any and all use of and where possible return any confidential information, Personal Data and/or Intellectual Property of the other Party which is in that Party’s possession or under its control, and where such return is not possible, to immediately delete, erase or destroy (and certify such deletion, erasure or destruction) of such information;
18.1.3. GOtv will pay the SCP the fees due and owing to the SCP for providing the Services until the date of termination; and
18.1.4. the SCP shall remit any fees received from GOtv customers and not yet remitted to GOtv as well as refund GOtv any fees received for Services not delivered within 14 (fourteen) calendar days of termination.
18.2. Except to the extent that GOtv, in its sole discretion, determines otherwise the SCP shall continue to perform the services and its other obligations in terms of this Agreement for the duration of any notice period.
Exit Management. The Parties shall comply with the exit management provisions set out in Call Off Schedule 10 (Exit Management).
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
44.1 The Contractor agrees that if it breaches (or attempts or threatens to breach) its obligation to provide Exit Management, the Framework Authority and their respective customers and stakeholders shall be irreparably harmed. In such circumstance, the Contractor agrees that the Framework Authority may proceed directly to court notwithstanding anything to the contrary in the dispute resolution procedure outlined in Clause 37 (Dispute Resolution). If a court of competent jurisdiction finds that the Contractor has breached (or attempted or threatened to breach) any such obligation, the Contractor agrees that without any additional findings of irreparable injury, or other conditions to interdict, the Contractor shall not oppose the entry of an appropriate order compelling performance by the Contractor and restraining the Contractor from any further breaches or attempted or threatened breaches of its obligations in relation to Exit Management.
44.2 A draft of the Exit Plan shall be produced by the Contractor and supplied to the Framework Authority within three (3) months of a written request from the Framework Authority and shall include or address the matters specified in Clause 44.
Exit Management. 29.1. The Contractor will ensure an efficient migration of the Services to the Framework Public Bodies or other Contractors in accordance with the Exit Provisions of the Framework Terms and Conditions
29.2. The Contractor must also follow their own Exit Management policy as documented in Schedule 1b – Contractor Solution.
29.3. If Framework Public Bodies decide to terminate their contract, or part of their service, with the Contractor, the Contractor shall work with the Framework Public Bodies to determine a suitable exit plan which must include how data will be returned to the Framework Public Bodies and where appropriate destroyed from any other devices (e.g. storage, backups, etc.)
29.4. Should a new contractor be successful in being awarded a contract, during a call-off from this framework, the current contractor shall support the Framework Public Body to ensure a smooth transition to the successor of the call-off. This may involve enabling the services delivered via the current Call-off Contract to inter-operate with the successor services/contractor.
Exit Management. The Parties shall comply with the provisions of Schedule 8.5 (Exit Management) and any current Exit Plan in relation to orderly transition of the Services to the Authority or a Replacement Supplier.
Exit Management. The Contractor shall perform its relevant Exit Management obligations as part of the Framework whether applicable on either the expiry or early termination of this Agreement.
Exit Management. The Supplier shall comply with the exit management provisions set out in Clause 45.5 (Exit Management) of the Schedule 4 (Template Order form and Template Call Off terms) for the duration of this Framework Agreement.
Exit Management. 15.1 On reasonable notice at any point during the Term, the Supplier shall provide to DFID and/or its potential Replacement Suppliers (subject to the potential Replacement Suppliers entering into reasonable written confidentiality undertakings), the following material and information in order to facilitate the preparation by DFID of any invitation to tender and/or to facilitate any potential Replacement Suppliers undertaking due diligence:
15.1.1 details of the Service(s);
15.1.2 a copy of the Register, updated by the Supplier up to the date of delivery of such Registers;
15.1.3 an inventory of DFID Data in the Supplier's possession or control;
15.1.4 details of any key terms of any third party contracts and licences, particularly as regards charges, termination, assignment and novation;
15.1.5 a list of on‐going and/or threatened disputes in relation to the provision of the Services;
15.1.6 all information relating to Transferring Supplier Employees or those who may be Transferring Supplier Employees’ required to be provided by the Supplier under this Contract such information to include the Staffing Information as defined in Schedule 2 (Staff Transfer); and
15.1.7 such other material and information as DFID shall reasonably require, (together, the “Exit Information”).
15.2 The Supplier acknowledges that DFID may disclose the Supplier's Confidential Information to an actual or prospective Replacement Supplier or any third party whom DFID is considering engaging to the extent that such disclosure is necessary in connection with such engagement (except that DFID may not disclose any Supplier’s Confidential Information which is information relating to the Supplier’s or its Sub‐Contractors’ prices or costs).
15.3 if the Exit Information materially changes from the Exit Information previously provided and it could reasonably adversely affect:
15.3.1 the provision of the Services; and/or
15.3.2 the delivery of the exit services/exit plan; and/or
15.3.3 any re‐tender exercise by ▇▇▇▇, then the Supplier shall notify DfID within a reasonable period of time and consult and shall consult with DFID regarding such proposed material changes and provide complete updates of the Exit Information on an as‐requested basis as soon as reasonably practicable and in any event within ten (10) Working Days of a request in writing from DFID.
15.4 The Exit Information shall be accurate and complete in all material respects and the level of detail to be provided by the Supplier shal...
Exit Management. 25.1 If the DFE requires a continuation of all or any of the Services at the end of the Term, either by performing them itself or by engaging a third party to perform them, the Contractor shall co-operate fully with the DFE and any such third party and shall take all reasonable steps to ensure the timely and effective transfer of the Services without disruption to routine operational requirements.
25.2 The Contractor will, within 3 months of the Effective Date, deliver to the DFE, a plan which sets out the Contractor’s proposals for achieving an orderly transition of Services from the Contractor to the DFE and/or its Replacement Contractor at the end of the Term (an “Exit Plan”).
25.3 Within 30 days of the submission of the Exit Plan, both Parties will use reasonable endeavours to agree the Exit Plan .If the Parties are unable to agree the Exit Plan the dispute shall be referred to the dispute resolution procedure in clause 36.
25.4 The Contractor will review and (if appropriate) update the Exit Plan in the first month of each year of the Term to reflect changes to the Services. Following such update the Contractor will submit the revised Exit Plan to the DFE for review. Within 30 days following submission of the revised Exit Plan, the Parties shall meet and use reasonable endeavours to agree the revised Exit Plan and the changes that have occurred in the Services since the Exit Plan was last agreed. If the Parties are unable to agree the revised Exit Plan within 30 days, such dispute shall be referred to the dispute resolution procedure in clause 36.
25.5 If the Contractor:
25.5.1 does not have to use resources in addition to those normally used to deliver the Services prior to termination or expiry, there shall be no change to the Charges; or
25.5.2 reasonably incurs additional costs the Parties shall agree a variation of the Charges.
25.6 If the DFE requests, the Contractor shall deliver to the DFE details of all licences for software used in the provision of the Services including the software licence agreements.
25.7 Within one month of receiving the software licence information described above, the DFE shall notify the Contractor of the licences it wishes to be transferred, and the Contractor shall provide for the approval of the DFE a plan for licence transfer.
25.8 The Contractor shall co-operate fully with the DFE in order to enable an efficient and detailed knowledge transfer from the Contractor to the DFE at the end of the Term and shall provide...