Common use of Disentanglement Process Clause in Contracts

Disentanglement Process. (a) If requested by Client in writing, a Disentanglement Period will commence as of (i) the specified termination date in a termination notice given by a party if this Agreement or any portion thereof is earlier terminated, or (ii) [***] months prior to the expiration of any Statement of Work (a “Disentanglement Commencement Date”), and shall continue for a period of up to [***] months therefrom (collectively, the “Disentanglement Period”). No later than thirty (30) days following a Disentanglement Commencement Date, the parties and any third party service providers shall work in good faith to reach a mutually agreeable agreement on and document a detailed written plan for the separation of equipment, software, data, and documentation owned, licensed or leased by any Service Recipient and used by GMS and all operations performed by GMS, its Affiliates or Subcontractors (a “Disentanglement Transition Plan”) that: (A) allocates responsibilities for Disentanglement and transition of the Services between the parties and, to the extent applicable, such third party service providers; (B) defines phases, tasks, timelines and major milestones identified in transitioning Services back to applicable Service Recipients (or their designees); and (C) sets forth in reasonable detail the respective services to be provided by each of the parties and such third party service providers, including all Services with respect to Disentanglement to be performed by GMS. GMS shall update each such Disentanglement Transition Plan from time to time, as appropriate and subject to Client’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level or KPI performance, or the hardware, software, or other resources used to provide the Services, as such Disentanglement progresses. GMS shall be required to perform its Disentanglement Services on a reasonably expedited basis, as reasonably determined by Client, if Client terminates the Term or any portion of the Services pursuant to Sections 3.3.1(b)(iii), 3.3.1(b)(iv), 3.3.1(b)(v) or 3.3.1(b)(vi). For clarity, GMS’ obligation to provide such Services with respect to any Disentanglement shall terminate on the earlier of (1) completion of Disentanglement in accordance with the terms of this Agreement, or (2) [***] months following the applicable termination date. For the avoidance of doubt, during any Disentanglement, GMS shall continue to perform Services underlying such Disentanglement (for which Client shall continue to pay GMS the Fees for Services rendered during such Disentanglement).

Disentanglement Process. (a) If requested by Client in writing, a The Disentanglement Period will commence as of the Expiration Date, (i) the specified termination date in a termination notice given by a party if this Agreement or any portion thereof is earlier terminated, or (ii) [***] months prior to the expiration of any Statement of Work (a “Disentanglement Commencement Date”), and shall continue for a period of up to [***] twenty-four (24) months therefrom (collectively, the “Disentanglement Period”). No later than thirty (30) days following a the Disentanglement Commencement Date, the parties Provider and Client, and any third party service providers service-providers, shall work in good faith to reach a mutually agreeable mutual agreement on and document a detailed written plan for the separation of equipment, software, data, and documentation owned, licensed or leased by any Service Recipient and used by GMS and all operations performed by GMS, its Affiliates or Subcontractors (a “Disentanglement Transition Plan”) that: : (Ai) allocates responsibilities for Disentanglement and transition of the Services between among the parties Parties and, to the extent applicable, such third party service service-providers; (B) defines phases, tasks, timelines and major milestones identified in transitioning Services back to applicable Service Recipients (or their designees); and (Cii) sets forth in reasonable detail the respective services to be provided by each of the parties Parties and such third party service providers, including all Disentanglement Services with respect to Disentanglement to be performed by GMSProvider. GMS Provider shall update each such Disentanglement Transition Plan from time to time, as appropriate and subject to Client’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the observed Service Level or KPI performance, or the in hardware, softwareSoftware, or other resources used to provide the Services, as such Disentanglement progresses. GMS Provider shall be required to perform its Disentanglement Services services on a reasonably an expedited basis, as reasonably determined by Client, if Client terminates the Service Term or any portion of the Services pursuant to Sections 3.3.1(b)(iii), 3.3.1(b)(iv), 3.3.1(b)(v) 14.5 or 3.3.1(b)(vi)14.6 hereof. For clarity, GMS’ Provider’s obligation to provide such Disentanglement Services with respect to any Disentanglement shall terminate on the earlier of (1) completion of Disentanglement in accordance with the terms satisfactory to Client, including performance by Provider of all of its obligations pursuant to this AgreementSection, or (2) [***] twenty-four (24) months following the applicable termination date. For date or Expiration Date of the avoidance of doubt, during any Disentanglement, GMS shall continue to perform Services underlying such Disentanglement (for which Client shall continue to pay GMS the Fees for Services rendered during such Disentanglement)Agreement.