Common use of Initial Transition Plan Clause in Contracts

Initial Transition Plan. Supplier shall prepare and deliver to Eligible Recipient an initial Transition Plan for Eligible Recipient’s review, comment and approval within [**] days after the Supplement Effective Date or by the date set forth in the applicable Supplement for the applicable Transition Services described therein. The initial Transition Plan shall identify (i) the transition activities to be performed by Supplier and the significant components and subcomponents of each such activity (e.g., the anticipated transition periods for each function that will be transitioned under the applicable Supplement), (ii) the deliverables to be completed by Supplier, and (iii) the date(s) by which each such activity or deliverable is to be completed (“Transition Milestones”). Except as otherwise expressly agreed in writing by Ascension Health or the applicable Eligible Recipient, the initial Transition Plan for each Supplement shall be consistent in all respects with the Transition Principles set forth in Exhibit 15. Thereafter, prior to the commencement of any applicable Transition Services, which shall be no less than [**] days prior to such commencement, Supplier shall deliver to Ascension Health and the applicable Eligible Recipient for its review, comment and approval a detailed work plan (“Detailed Transition Plan”) based on and consistent with the initial Transition Plan, which shall identify (i) the specific transition activities to be performed by Supplier Personnel during the applicable transition period, (ii) the contingency or risk mitigation activities to be employed by Supplier in the event of disruption or delay, and (iii) any transition responsibilities to be performed or transition resources to be provided by Ascension Health or an Eligible Recipient. Ascension Health or the applicable Eligible Recipient shall begin reviewing the draft Detailed Transition Plan promptly after receiving it from Supplier and shall provide Supplier with comments or revisions to, or approval of, the Detailed Transition Plan within a reasonable period of time thereafter. Supplier shall make all reasonable changes to the Detailed Transition Plan that Ascension Health or the applicable Eligible Recipient requests. Upon Ascension Health’s or the applicable Eligible Recipient’s approval, the updated Detailed Transition Plan shall be incorporated in the applicable Supplement. The transition period for a Supplement may be extended by mutual agreement of the Parties. Except as otherwise agreed by the Eligible Recipient, Supplier shall not commence providing Transition Services until the applicable Detailed Transition Plan has been approved by such Eligible Recipient. The applicable Eligible Recipient will provide the resources and perform the transition responsibilities assigned to it in the applicable Transition Plan.

Appears in 1 contract

Sources: Master Professional Services Agreement (Accretive Health, Inc.)

Initial Transition Plan. Supplier shall prepare and deliver to Eligible Recipient an initial Transition Plan for Eligible Recipient’s review, comment and approval (which approval may not be unreasonably withheld, conditioned or delayed) within [**] days after the Supplement Effective Date or by the date set forth in the applicable Supplement for the applicable Transition Services described therein. The initial Transition Plan shall identify (i) the transition activities to be performed by Supplier and the significant components and subcomponents of each such activity (e.g., the anticipated transition periods for each function that will be transitioned under the applicable Supplement), (ii) the deliverables to be completed by Supplier, and (iii) the date(s) by which each such activity or deliverable is to be completed (“Transition Milestones”). Except as otherwise expressly agreed in writing by Ascension Health or the applicable Eligible Recipient, the initial Transition Plan for each Supplement shall be consistent in all respects with the Transition Principles set forth in Exhibit 15. Thereafter, prior to the commencement of any applicable Transition Services, which shall be no less than [**] days prior to such commencement, Supplier shall deliver to Ascension Health and the applicable Eligible Recipient for its review, comment and approval a detailed work plan (“Detailed Transition Plan”) based on and consistent with the initial Transition Plan, which shall identify (i) the specific transition activities to be performed by Supplier Personnel during the applicable transition period, (ii) the contingency or risk mitigation activities to be employed by Supplier in the event of disruption or delay, and (iii) any transition responsibilities to be performed or transition resources to be provided by Ascension Health or an Eligible Recipient. Ascension Health or and the applicable Eligible Recipient shall begin reviewing the draft Detailed Transition Plan promptly after receiving it from Supplier Supplier, and each of Ascension Health and such Eligible Recipient shall provide Supplier with all comments or suggested revisions to, or approval of, the Detailed Transition Plan within a reasonable period promptly thereafter. Ascension Health and the applicable Eligible Recipient shall not unreasonably withhold or delay their respective approval of time thereafterthe Detailed Transition Plan. Supplier shall make consider in good faith all reasonable changes to the Detailed Transition Plan that Ascension Health or the applicable Eligible Recipient requests. Upon Ascension Health’s or the applicable Eligible Recipient’s approval, the updated Detailed Transition Plan shall be incorporated in the applicable Supplement. The transition period for a Supplement may be extended by mutual agreement of the Parties. Except as otherwise agreed by the applicable Eligible Recipient, Supplier shall not commence providing Transition Services until the applicable Detailed Transition Plan [**] Indicates that text has been approved by such Eligible Recipientomitted which is the subject of a confidential treatment request. The applicable Eligible Recipient will provide text has been separately filed with the resources Securities and perform the transition responsibilities assigned to it in the applicable Transition PlanExchange Commission.

Appears in 1 contract

Sources: Master Professional Services Agreement (Accretive Health, Inc.)