Common use of Transition Phase Clause in Contracts

Transition Phase. (a) Transition Management. VENDOR will be responsible for all transition --------------------- management and transition planning. To the extent MCG has any suggested additions or modifications, the parties shall immediately confer and in good faith attempt to resolve any disagreements that may arise. Both MCG and VENDOR will diligently and timely perform their respective duties and tasks under a mutually agreed-upon Transition Plan in accordance with the provisions of this Agreement, the Statement of Work and the Transition Plan so that the Transition Phase will be completed successfully within the schedule established in the Transition Plan. (b) Failure to Meet Transition Completion Date. In addition to MCG's right ------------------------------------------ to recover actual damages, in the event that VENDOR fails to perform its obligations hereunder with respect to the Transition Phase in accordance with the Statement of Work and the Transition Plan such that the Transition Completion Date does not occur on or before the date set by mutual agreement of the parties: (i) VENDOR shall make available to MCG all personnel, equipment and other resources in addition to such personnel, equipment and other resources then dedicated to the MCG Transition Phase that are necessary under the circumstances to maintain MCG's service and maintenance operations fully operational at the same service level at which it was operating on the Effective Date. VENDOR shall be reimbursed for use of the technical people at the telephone only support rates. On site services performed by VENDOR during this period will be reimbursed by the Flat Rate Per Incident On-site Labor Rate as set forth in the Statement of Work. (ii) If the Transition Completion Date has not occurred by the mutually agreed date, VENDOR shall as soon as possible submit to MCG a written plan to complete the Transition. MCG shall have a mutually agreed to time period in which, by written notice to VENDOR, to (A) accept the written plan, (B) terminate this Agreement as of a date specified in the termination notice, without any further financial obligations to VENDOR or (C) elect to stay at current implementation level of the Transition Plan. If MCG does not provide a written response, it shall be deemed to have elected to stay at the current implementation level. Nothing in this Section 4 shall be intended to restrict or limit MCG's right to initiate discussions and/or negotiations with any other maintenance service provider during or after the Transition Phase.