Common use of TERMINATION SUPPORT Clause in Contracts

TERMINATION SUPPORT. In the event of termination of this Agreement by the Publisher pursuant to Section 17, the Publisher will have the following rights and obligations: HealthGate will comply with the Publisher's reasonable directions, and will provide the Publisher any and all termination assistance reasonably requested by the Publisher to allow the Services to continue and to facilitate the orderly transfer of responsibility for the Site to the Publisher or a successor provider of the Site designated by the Publisher. The Publisher agrees to pay HealthGate fees for services associated with the transition. The rate and amount of such payment shall be determined by both parties agreeing to meet and use their best endeavors to develop a Post Termination Support plan. The Termination assistance to be provided to the Publisher by HealthGate may include the following: (a) HealthGate will liaise with the Publisher, making available for such purpose such HealthGate liaison staff as the Publisher may reasonably require, and acting in all good faith, to ensure a mutually satisfactory license of the Software to the Publisher or, at the Publisher's option, to a replacement contractor. The period of liaison will commence as soon as notice has been given of termination of this Agreement, and will continue for a maximum period of 3 months after termination; (b) HealthGate agrees that at the time of termination of this Agreement, it will render all assistance, provide all documentation and undertake all actions to the extent necessary to effect an orderly assumption of the Site by the Publisher or, at the Publisher's option, by a replacement contractor; (c) If the Publisher so require, HealthGate will use its best endeavours to procure the transfer at the Publisher's expense, to the Publisher or to a third party nominated by the Publisher at the Publisher's sole discretion, of any Third Party Software licenses HealthGate may have obtained in its own name in order to run the Site and used for that purpose exclusively; (d) HealthGate will develop, together with the Publisher, a plan for the orderly transition of services ("Transition Plan") then being performed by HealthGate from HealthGate to the Publisher or such successor provider. (e) HealthGate will provide reasonable training for personnel of the Publisher in the performance of the services then being transitioned to the Publisher or such successor provider of Services