Common use of Operational Transition Clause in Contracts

Operational Transition. 10.1 The Supplier shall perform the activities identified in the Exit Plan as required to effect a smooth transfer of operational responsibilities for the Replacement Services. Irrespective of the existence of an Exit Plan, the Supplier shall perform the following tasks: (a) documenting and delivering documentation, equipment and material used to provide the Services (including but not limited to up-to-date copies of all design-related processes and procedures and all delivery-related documentation as required as part of the Process Manual); (b) providing work volumes, staffing requirements, actual Operational Measures and information on historical performance for each service component, over the preceding twelve (12) months (or such shorter period during which the Services may actually have been provided); (c) with respect to work in progress as at the end of the Termination Period, documenting the current status, stabilising for continuity during transition, and providing any required training to achieve transfer of responsibility without loss of momentum or adverse impact on project timetables; and (d) providing information and raw data for reports, as required. 10.2 During the Termination Period, the Supplier shall: (a) continue to provide the Services in accordance with the Operational Measures and Super KPI, save to the extent the same may have been varied by agreement between the parties and set out in the Exit Plan, and on the terms set out in this Agreement; (b) co-operate with HSBC and any other Service Recipients, and where applicable any successor supplier to ensure the orderly transfer of responsibility for the Services including promptly, upon reasonable request, facilitating meetings with Sub-Contractors; (c) provide all reasonable assistance and appropriate resources to HSBC and any other Service Recipients and any successor supplier to facilitate the orderly transfer of Services to HSBC or a successor supplier; (d) promptly and diligently answer any questions about the Services which may be asked by HSBC or by any successor supplier with a view to (i) explaining the manner in which the Services have been provided; or (ii) allowing HSBC or the successor supplier to conduct due diligence; and INTERNAL (e) carry out such security tasks as are appropriate to identify security and operator risks inherent in the transfer of the Services and inform HSBC of such risks and possible preventative and curative measures necessary to deal with such risks. 10.3 The Supplier will provide information (and, subject to payment of the Supplier's reasonable charges therefor, training) to HSBC personnel as directed by HSBC to enable HSBC (to the extent possible) to provide services similar to the terminated Services with minimum disruption and in accordance with Operational Meausres similar to the Operational Measures. This training includes HSBC assigning HSBC personnel to work with the Supplier Personnel to facilitate knowledge transfer from the Supplier to HSBC. 10.4 The Supplier shall carry out its obligations under this Schedule 13 (Exit Management) and the Exit Plan in such a manner so as to cause as little disruption as possible to the business of HSBC and any other Service Recipients. INTERNAL INTERNAL 1. Health and Safety Contractor Guidelines for Contractors, Certificate of Acknowledgement and Site and Safety Rules HSBC Group Policy for Screening of Personnel provided by Third Parties