Exit Assistance. 39.1 The Parties shall use all reasonable endeavours to agree a draft exit plan for the activities necessary to facilitate the orderly transfer of the Services to the Purchaser or a New Contractor. Unless and until the Parties agree a final version, the remaining provisions of this Clause 39 will serve as the exit plan. On the serving of any notice of termination of the Agreement or, if earlier, on its termination, the Contractor shall comply with the exit plan for the period of up to 12 months as nominated by the Purchaser. 39.2 The objectives of the exit services to be provided by the Contractor are: 39.2.1 to maintain continuity of supply and minimise any disruption to the 39.3 The Contractor must perform all exit services in a manner that is consistent with and calculated to achieve these objectives. 39.4 The Contractor must provide the Purchaser and the Replacement Contractor with all information reasonably required to assume responsibility for the ongoing provision of the Services, including: 39.4.1 details of all tools, equipment, software and other materials used by the Contractor to provide the Services; 39.4.2 up-to-date and complete records of all Services provided by the Contractor; 39.4.3 full details of all outstanding, incomplete or ongoing Services; and 39.4.4 a copy of all Purchaser Data in the Contractor’s possession or control. 39.5 All information to be provided by the Contractor as part of the exit services will be supplied in a format and at a time specified by the Purchaser. If the Purchaser does not specify a format, the information must be supplied in a common non-proprietary format. 39.6 The Contractor will make available appropriate personnel to: 39.6.1 attend handover meetings with the Purchaser and/or the New Contractor (as applicable); 39.6.2 answer all reasonable questions from the Purchaser and/or the New Contractor about the provision of the Services; and 39.6.3 explain any documentation and other materials provided by the Contractor in connection with the exit process. 39.7 Notwithstanding the foregoing, the Contractor shall not be required, as part of any exit plan, to provide any of its confidential information or make available any of its Intellectual Property Rights to any Replacement Contractor which is a direct competitor of the Contractor. 39.8 The Contractor will provide all reasonable assistance requested by the Purchaser for the purposes of migrating the Purchaser Data from the Contractor’s systems onto the systems of the Purchaser or the New Contractor (as applicable). Any migration may be carried out in stages in accordance with a project plan and timetable specified by the Purchaser.
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Sources: Supply of Goods and Services Agreement, Purchase Agreement
Exit Assistance. 39.1 The Parties shall use all reasonable endeavours to agree a draft exit plan for the activities necessary to facilitate the orderly transfer of the Services to the Purchaser or a New Contractor. Unless and until the Parties agree a final version, the remaining provisions of this Clause 39 will serve as the exit plan. On the serving of any notice of termination of the Agreement or, if earlier, on its termination, the Contractor shall comply with the exit plan for the period of up to 12 months as nominated by the Purchaser.
39.2 The objectives of the exit services to be provided by the Contractor are:
39.2.1 to maintain continuity of supply and minimise any disruption to the
39.2.2 to enable a smooth transfer of responsibility for the ongoing provision of the Services from the Contractor to the Purchaser or to a Replacement Contractor.
39.3 The Contractor must perform all exit services in a manner that is consistent with and calculated to achieve these objectives.
39.4 The Contractor must provide the Purchaser and the Replacement Contractor with all information reasonably required to assume responsibility for the ongoing provision of the Services, including:
39.4.1 details of all tools, equipment, software and other materials used by the Contractor to provide the Services;
39.4.2 up-to-date and complete records of all Services provided by the Contractor;
39.4.3 full details of all outstanding, incomplete or ongoing Services; and
39.4.4 a copy of all Purchaser Data in the Contractor’s possession or control.
39.5 All information to be provided by the Contractor as part of the exit services will be supplied in a format and at a time specified by the Purchaser. If the Purchaser does not specify a format, the information must be supplied in a common non-proprietary format.
39.6 The Contractor will make available appropriate personnel to:
39.6.1 attend handover meetings with the Purchaser and/or the New Contractor (as applicable);
39.6.2 answer all reasonable questions from the Purchaser and/or the New Contractor about the provision of the Services; and
39.6.3 explain any documentation and other materials provided by the Contractor in connection with the exit process.
39.7 Notwithstanding the foregoing, the Contractor shall not be required, as part of any exit plan, to provide any of its confidential information or make available any of its Intellectual Property Rights to any Replacement Contractor which is a direct competitor of the Contractor.
39.8 The Contractor will provide all reasonable assistance requested by the Purchaser for the purposes of migrating the Purchaser Data from the Contractor’s systems onto the systems of the Purchaser or the New Contractor (as applicable). Any migration may be carried out in stages in accordance with a project plan and timetable specified by the Purchaser.
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