Transition Responsibilities Clause Samples

Transition Responsibilities. The parties acknowledge that the continuing provision of high quality services requires that there be no disruption of services during a transition from the Contractor to the Department or to a successor Contractor, if any, at the expiration or termination of this Contract. Accordingly, the Contractor will cooperate fully in providing for an orderly and controlled transition to the Department or to a successor Contractor and will minimize any disruption in the services to be performed under this Contract.

Transition Responsibilities. Upon termination or expiration of this Agreement for any reason, Supplier must, for a period of time specified by the University (not to exceed 90 calendar days; the “Transition Period”), provide all reasonable transition assistance requested by the University, to allow for the expired or terminated portion of the Agreement to continue without interruption or adverse effect, and to facilitate the orderly transfer of the Services to the University or its designees. Such transition assistance may include but is not limited to: (a) continuing to perform the Services at the established Fees; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services to the University or the University’s designee; (c) taking all necessary and appropriate steps, or such other action as the University may direct, to preserve, maintain, protect, or return to the University all University Data; and (d) preparing an accurate accounting from which the University and Supplier may reconcile all outstanding accounts (collectively, the “Transition Responsibilities”). The Term of this Agreement is automatically extended through the end of the Transition Period.

Transition Responsibilities. The parties acknowledge that the continuing provision of high-quality services requires that there be no disruption of services during a transition from the Grantee to DHS or to a successor Grantee, if any, at the expiration or termination of this Agreement. Accordingly, the Grantee will cooperate fully in providing for an orderly and controlled transition to DHS or to a successor Grantee and will minimize any disruption in the services to be performed under this Agreement.

Transition Responsibilities. Upon termination or expiration of this Agreement for any reason, Supplier must, for a period of time specified by the University (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the University, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the University or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Services at the established rates set forth in this Agreement; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services, training, reports and other documentation, to the University or the University’s designee; (c) taking all necessary and appropriate steps, or such other action as the University may direct, to preserve, maintain, protect, or return to the University all materials, data, property, and confidential information provided directly or indirectly to Supplier by any entity, agent, vendor, or employee of the University; (d) transferring title in and delivering to the University, at the University’s discretion, all completed or partially completed deliverables prepared under this Agreement as of the Agreement termination date; and (e) preparing an accurate accounting from which the University and Supplier may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Agreement will automatically be extended through the end of the transition period.

Transition Responsibilities. If DHS terminates this Agreement, for convenience or cause, or if this Agreement is otherwise dissolved, voided, rescinded, nullified, expires or rendered unenforceable, the Contractor agrees to comply with direction provided by DHS to assist in the orderly transition of equipment, services, software, leases, etc. to DHS or a third party designated by DHS. If this Agreement expires or terminates, the Contractor agrees to make all reasonable efforts to effect an orderly transition of services within a reasonable period of time. The Contractor must work with DHS, or a specified third party, to develop a transition plan setting forth the specific tasks and schedule to be accomplished by the parties to effect an orderly transition. The Contractor must allow as many personnel as practicable to remain on the job to help DHS, or a specified third party, maintain the continuity and consistency of the services required by this Agreement. The Contractor must deliver to DHS any remaining owed reports and documentation still in Contractor’s possession subject to appropriate payment by DHS. If the transition results from a termination for any reason, reimbursement must be governed by the termination provisions of this Agreement.

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates;

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 365 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period. any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable). The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. The State is entitled to: (i) re...

Transition Responsibilities. The transition phase is the period between when the Department anticipates it will seek bids for a new contract and the termination or expiration date of this Contract. During this phase, the Contractor agrees to: a. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of work under the Contract as directed by the Department; b. Negotiate an extension of the Contract, if requested by the Department; c. Cooperate with the Department and any and all incoming subcontractor(s) to ensure a smooth turnover of services; d. Work with the Department and any and all incoming contractor(s) to create and implement a transition plan; e. Ensure that appropriate staff levels are maintained to manage daily responsibilities under the Contract, including cooperation with transition activities; f. Comply with the Department’s instructions for the timely transfer of any work being performed by the Contractor under the Contract to the Department and any and all incoming contractor(s); g. Provide an updated and current listing of all files, software, applications, interfaces, documentation, Job Control Language (JCL), work flow and other information requested by the Department. h. To the extent that title or license has not already been transferred, transfer title or license to any work product, operating systems and software applications, including proprietary software used during the course of the Contract, The Contractor will accomplish the above events or deliver requested materials to the Department within the timeframe specified by the Department. Payment will not be made for turnover services except as part of the fixed price for the Operational Phase of the Contract.

Transition Responsibilities. The parties acknowledge that the continuing provision of high quality services requires that there be no disruption of services during a transition from the W-2 Contractor to DCF or to a successor W-2 Contractor, if any, at the expiration or termination of this Contract. Accordingly, the W-2 Contractor will cooperate fully in providing for an orderly and controlled transition to DCF or to a successor W-2 Contractor and will minimize any disruption in the services to be performed under this Contract.