Common use of Disengagement Services Clause in Contracts

Disengagement Services. 13.1 On expiry or termination of this agreement the Provider must provide all disengagement services requested by the Authority and/or specified in the non- functional specification for up to 18 months after expiry or termination, and will reasonably co-operate with the Authority or the Authority’s nominated new provider (as the case may be) to ensure an orderly transition of the services to the Authority’s new provider in a timely fashion with minimal disruption to the Authority’s business and to participants’ respective businesses. Those disengagement services will include, if requested by the Authority: 13.1.1 the continued provision of the services, or part of the services, being provided to the Authority prior to termination as requested by the Authority in accordance with this agreement. The Authority must continue to pay the fees for such services in accordance with this agreement (or a reasonable proportion of those fees if only part of the services are required). To avoid doubt, the fees payable are the fees applicable for the year in which the disengagement services are provided; 13.1.2 the supply to the Authority for its ongoing use up to date copies of the 13.1.3 training for the Authority and the new provider’s personnel in respect of the relevant services provided by the Provider under this agreement. The Authority will pay the Provider for any disengagement services that are in addition to the services being provided to the Authority prior to termination at the hourly rates. 13.2 Subject to clause 13.1, the Provider will, at the Provider’s own cost, transfer all data and processed data (in a form reasonably required by the Authority and in accordance with the data transfer plan) that the Provider holds as FTR manager to the Authority or if the Authority requests, to the incoming FTR manager, and will provide a certificate to the Authority confirming that the data it has transferred is all the data and processed data it is required to transfer under this clause 13.2. 13.3 Notwithstanding any obligation on the Provider under this agreement to transfer data and processed data, the Provider will be entitled to retain a copy of such data to comply with any obligations it has at law. 13.4 The parties will negotiate in good faith to agree a data transfer plan (the "data transfer plan") which sets out the timing and other requirements for the transfer of data and processed data in accordance with clause 13.2. When determining timing, the parties will take into account the volume of data and processed data to be transferred. 13.5 If the parties are not able to agree a data transfer plan within 20 business days after the expiry or termination of this agreement, either party may refer the matter to expert determination under clause 16.2 (which determination, notwithstanding clause 16.3, shall be final). 13.6 The Provider agrees to work in good faith with any incoming service provider in relation to the transfer of data and processed data under clause 13.2, in accordance with the data transfer plan.

Disengagement Services. 13.1 On expiry or termination of this agreement the Provider must provide all disengagement services requested by the Authority and/or specified in the non- functional specification for up to 18 months after expiry or termination, and will reasonably co-operate with the Authority or the Authority’s nominated new provider (as the case may be) to ensure an orderly transition of the services to the Authority’s new provider in a timely fashion with minimal disruption to the Authority’s business and to participants’ respective businesses. Those disengagement services will include, if requested by the Authority: 13.1.1 the continued provision of the services, or part of the services, being provided to the Authority prior to termination as requested by the Authority in accordance with this agreement. The Authority must continue to pay the fees for such services in accordance with this agreement (or a reasonable proportion of those fees if only part of the services are required). To avoid doubt, the fees payable are the fees applicable for the year in which the disengagement services are provided; 13.1.2 the supply to the Authority for its ongoing use of up to date copies of the 13.1.3 training for the Authority and the new provider’s personnel in respect of the relevant services provided by the Provider under this agreement. The Authority will pay the Provider for any disengagement services that are in addition to the services being provided to the Authority prior to termination at the hourly rates. 13.2 Subject to clause 13.1, the Provider will, at the Provider’s own cost, transfer all data and processed data (in a form reasonably required by the Authority and in accordance with the data transfer plan) that the Provider holds as FTR manager to the Authority or if the Authority requests, to the incoming FTR manager, and will provide a certificate to the Authority confirming that the data it has transferred is all the data and processed data it is required to transfer under this clause 13.2. 13.3 Notwithstanding any obligation on the Provider under this agreement to transfer data and processed data, the Provider will be entitled to retain a copy of such data to comply with any obligations it has at law. 13.4 The parties will negotiate in good faith to agree a data transfer plan (the "data transfer plan") which sets out the timing and other requirements for the transfer of data and processed data in accordance with clause 13.2. When determining timing, the parties will take into account the volume of data and processed data to be transferred. 13.5 If the parties are not able to agree a data transfer plan within 20 business days after the expiry or termination of this agreement, either party may refer the matter to expert determination under clause 16.2 (which determination, notwithstanding clause 16.3, shall be final). 13.6 The Provider agrees to work in good faith with any incoming service provider in relation to the transfer of data and processed data under clause 13.2, in accordance with the data transfer plan.