Hypercare Sample Clauses

Hypercare. Upon completion of Cut-Over Services, Supplier will observe, monitor and validate that Cut-Over has been successfully achieved and that all systems, processes and transactional activities in all locations for both GroceryCo and SnackCo are functioning to a service level consistent with that observed in the 3 months prior to the Project Statement Effective Date (“Hypercare Services”). If no deficiencies are noted during the validation period then Hypercare Services will terminate, however if any deficiencies are noted then Supplier will provide as part of Hypercare Services any and all remedial action (including cooperating with Contractors and third parties) required to cause all systems, processes and transactional activities in all locations for both GroceryCo and SnackCo to a achieve service level consistent with that observed in the 3 months prior to the Project Statement Effective Date. Such Hypercare Services may be provided for up to three months following the Project Statement Effective Date (the “Hypercare Period”). (i) Unless otherwise agreed by the parties, personnel providing Cut-Over Services will be utilized to provide Hypercare Services during overlap with the Cut-Over Period. For the remainder of the Hypercare Period, personnel providing Hypercare Services (“Hypercare Personnel”) will be those individually identified prior to Separation or as otherwise requested and agreed by the parties. Hypercare Personnel will remain co-located at the facilities at which they were located at the time of Separation while providing Hypercare Services. Buyer will provide sufficient access to Buyer’s facilities and systems as necessary to provide Hypercare Services and will supply Hypercare Personnel with office space, access, resources, supplies and support (at Buyer’s expense) consistent with his/her duties in providing Hypercare Services and the scope of such items and services available prior to Separation. (ii) Subject to Section 2.2, Supplier will: (A) use its best efforts to cause Hypercare Personnel to timely provide the Hypercare Services; provided that Hypercare Personnel will be entitled to work on other matters for Supplier when not engaged in providing Hypercare Services; and (B) provide access to the systems, hardware, software code and other resources reasonably necessary to provide the Hypercare Services. (iii) Unless otherwise agreed by the parties, the governance process for Hypercare Services will be the same as that applicable to Cut-Over...