Common use of Transition Out Clause in Contracts

Transition Out. a) In the event this Agreement is terminated for any reason whatsoever, all Client data held by the Company shall be returned to the Client in a commercially reasonable manner and time frame, not to exceed fifteen (15) calendar days following the date of request of the return of such data by the Client. The data shall be returned in a comma separated value (i.e., CSV) format, unless another industry-standard format is mutually agreed upon by the parties. In the event that the Client requests the Company’s assistance to transition to a new service provider, the Company shall do so provided that; i) all fees due and owing to the Company under this Agreement are paid to the Company in full prior to the Company providing its assistance to the Client, and ii) the Client agrees to pay the Company its then-current hourly rate for such assistance, with upfront amounts to be paid to the Company as agreed upon between the parties. The Company shall have no obligation to store or maintain any Client data in the Company’s possession or control beyond the last to occur of fifteen (15) calendar days following the termination of this Agreement or the date on which the Company fully discharges its obligations regarding return of client data under this sub- clause 18(a). The Company shall be held harmless for and indemnified by the Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, the Company’s deletion of Client data beyond the time frames described in this Section. b) If the Client exercises its right to terminate this Agreement, then the Client may prepare a transition-out plan and deliver that transition-out plan (Transition-Out Plan) to the Company for its approval which shall not be unreasonably withheld; c) The Transition-Out Plan must, without limitation, include a timeline showing a work breakdown structure, schedule, milestones and deliverables; and d) The Company will: i) do all things reasonably necessary to ensure the continuity of the Services during the transition period specified in the Transition- Out Plan; ii) provide the Client with all assistance reasonably necessary to ensure the orderly hand over of the task of provision of the Services to the Client or its nominee; iii) provide the Client with such other services as are specified in the Transition-Out Plan; and iv) perform any transition-out services in consideration for an agreed price based on the requirements of the Transition-Out Plan. e) To the extent that the Client or a third party has assumed responsibility for the Services and the transition-out services in respect of those Services have been completed under this clause 18, this Agreement and all applicable Services Documents terminate immediately in respect of those Services.

Transition Out. a) In the event this Agreement is terminated for any reason whatsoever, all Client data held by the Company shall be returned to the Client in a commercially reasonable manner and time frame, not to exceed fifteen (15) calendar days following the date of request of the return of such data by the Client. The data shall be returned in a comma separated value (i.e., CSV) format, unless another industry-standard format is mutually agreed upon by the parties. In the event that the Client requests the Company’s assistance to transition to a new service provider, the Company shall do so provided that; i) all fees due and owing to the Company under this Agreement are paid to the Company in full prior to the Company providing its assistance to the Client, and and ii) the Client agrees to pay the Company its then-current hourly rate for such assistance, with upfront amounts to be paid to the Company as agreed upon between the parties. The Company shall have no obligation to store or maintain any Client data in the Company’s possession or control beyond the last to occur of fifteen (15) calendar days following the termination of this Agreement or the date on which the Company fully discharges its obligations regarding return of client data under this sub- clause 18(a). The Company shall be held harmless for and indemnified by the Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, the Company’s deletion of Client data beyond the time frames described in this Section. b) If the Client exercises its right to terminate this Agreement, then the Client may prepare a transition-out plan and deliver that transition-out plan (Transition-Out Plan) to the Company for its approval which shall not be unreasonably withheld; c) The Transition-Out Plan must, without limitation, include a timeline showing a work breakdown structure, schedule, milestones and deliverables; and d) The Company will: i) do all things reasonably necessary to ensure the continuity of the Services during the transition period specified in the Transition- Out Plan; ii) provide the Client with all assistance reasonably necessary to ensure the orderly hand over of the task of provision of the Services to the Client or its nominee; iii) provide the Client with such other services as are specified in the Transition-Out Plan; and iv) perform any transition-out services in consideration for an agreed price based on the requirements of the Transition-Out Plan. e) To the extent that the Client or a third party has assumed responsibility for the Services and the transition-out services in respect of those Services have been completed under this clause 18, this Agreement and all applicable Services Documents terminate immediately in respect of those Services.