Common use of Knowledge Transfer Clause in Contracts

Knowledge Transfer. As requested by DIR, Service Provider will provide for a transfer of knowledge regarding the Services, DIR’s and the DIR Customers’ requirements and related topics so as to facilitate the provision of the Services by DIR, the DIR Customers and/or their designee(s). This knowledge transfer shall include: (a) Providing to personnel designated by DIR reasonable training (in a manner mutually agreed to by the Parties) regarding the performance of the Services that are to be transferred; (b) Providing to DIR, the DIR Customers and/or their designee(s) information regarding the Services as reasonably necessary to implement the termination assistance plan developed by Service Provider pursuant to Section 4.4 of the Master Services Agreement, and providing such information regarding the Services as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of DIR and the DIR Customers, including (i) relevant documentation and (ii) key support contacts (names, business phone numbers, fax numbers, email addresses and business postal addresses) of Service Provider Personnel during the transition from Service Provider to DIR, the DIR Customers and/or their designee(s); (c) Supplying information concerning Systems, Equipment, Software, types and skills of Service Provider Personnel and other resources used by Service Provider to provide Services under the Agreement, as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for the Services; (d) Explaining the Change Control Procedures, Change Management process, problem management process, Service Management Manual, Reports and other standards and procedures to the operations staffs of DIR, each DIR Customer and/or their designee/designees operations staff; (e) Providing reasonable access, including in person and by telephone, to Service Provider Personnel during and following the period for performance of Termination Assistance Services; (f) Explaining the extent and nature of the impact of legal and regulatory requirements compliance, if any, on the Services; and (g) Providing DIR, the DIR Customers and/or their designee(s) reasonable access to Systems, Equipment, Software and other resources and other resources used by Service Provider to provide the Services, and providing DIR, the DIR Customers and/or their designee(s) information concerning such items, all as reasonably necessary for transition of the Services to DIR, the DIR Customers and/or their designee(s).

Knowledge Transfer. As requested by DIR, Service Provider will shall provide for a transfer of knowledge regarding the Services, DIR’s and the DIR Customers’ requirements and related topics so as to facilitate the provision of the Services by DIR, the DIR Customers and/or their designee(s). This knowledge transfer shall include: (a) Providing to personnel designated by DIR reasonable training (in a manner mutually agreed to by the Parties) regarding the performance of the Services that are to be transferred; (b) Providing to DIR, the DIR Customers Customers, and/or their designee(s) information regarding the Services as reasonably necessary to implement the termination assistance plan developed by Service Provider pursuant to Section 4.4 4.6, Termination Assistance Services, of the Master Services Agreement, and providing such information regarding the Services as reasonably necessary for DIR, the DIR Customers Customers, and/or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of DIR and the DIR Customers, including (i) relevant documentation and (ii) key support contacts (names, business phone numbers, fax numbers, email addresses and business postal addresses) of Service Provider Personnel during the transition from Service Provider to DIR, the DIR Customers and/or their designee(s); (c) Supplying information concerning Systems, Equipment, Software, types and skills of Service Provider Personnel and other resources used by Service Provider to provide Services under the Agreement, as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for the Services; (d) Explaining the Change Control Procedures, Change Management process, problem management process, Service Management Manual, Reports Reports, and other standards and procedures to the operations staffs of DIR, each DIR Customer and/or their designee/designees operations staff; (e) Providing reasonable access, including in person and by telephone, to Service Provider Personnel during and following the period for performance of Termination Assistance Services; (f) Explaining the extent and nature of the impact of legal and regulatory requirements compliance, if any, on the Services; and (g) Providing DIR, the DIR Customers and/or their designee(s) reasonable access to Systems, Equipment, Software and other resources and other resources used by Service Provider to provide the Services, and providing DIR, the DIR Customers and/or their designee(s) information concerning such items, all as reasonably necessary for transition of the Services to DIR, the DIR Customers and/or their designee(s).

Knowledge Transfer. As requested by DIR, Service Provider will provide for a transfer of knowledge regarding the Services, DIR’s DIR and the DIR Customers’ Customers requirements and related topics so as to facilitate the provision of the Services by DIR, the DIR Customers and/or or their designee(s). This knowledge transfer shall include: (a) Providing to personnel designated by DIR reasonable training (in a manner mutually agreed to by the Parties) regarding the performance of the Services that are to be transferred; (b) Providing to DIR, the DIR Customers and/or their designee(s) information regarding the Services as reasonably necessary to implement the termination assistance plan developed by Service Provider pursuant to Section 4.4 of the Master Services Agreement, and providing such information regarding the Services as reasonably necessary for DIR, the DIR Customers and/or or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of DIR and the DIR Customers, including (i) relevant documentation and (ii) key support contacts (names, business phone numbers, fax numbers, email addresses and business postal addresses) of Service Provider Personnel during the transition from Service Provider to DIR, the DIR Customers and/or or their designee(s); (c) Supplying information concerning Systems, Equipment, Software, types and skills of Service Provider Personnel and other resources used by Service Provider to provide Services under the Agreement, as reasonably necessary for DIR, the DIR Customers and/or or their designee(s) to assume responsibility for the Services; (d) Explaining the Change Control Procedures, Change Management process, problem management process, Service Management Manual, Reports and other standards and procedures to the operations staffs staff of DIR, each DIR Customer and/or or their designee/designees operations staff; (e) Providing reasonable access, including in person and by telephone, to Service Provider Personnel during and following the period for performance of Termination Assistance Services; (f) Explaining the extent and nature of the impact of legal and regulatory requirements compliance, if any, on the Services; and (g) Providing DIR, the DIR Customers and/or or their designee(s) reasonable access to Systems, Equipment, Software and other resources and other resources used by Service Provider to provide the Services, and providing DIR, the DIR Customers and/or or their designee(s) information concerning such items, all as reasonably necessary for transition of the Services to DIR, the DIR Customers and/or or their designee(s).

Knowledge Transfer. As requested by DIR, Service Provider will provide for a transfer of knowledge regarding the Services, DIRAdministrator’s and the DIR Customers’ requirements and related topics so as Termination/Expiration Assistance responsibilities with respect to facilitate the provision of the Services by DIR, the DIR Customers and/or their designee(s). This knowledge transfer shall include: (a) Providing to personnel designated by DIR reasonable training (in a manner mutually agreed to by Customer and its designee(s) with the Parties) documentation regarding the performance Services reasonably necessary for Customer and its designee(s) to perform the Services and to facilitate the smooth transition of such Services to Customer and its designee(s) from Administrator and its subcontractors. Among other things, Administrator shall provide the most recent copies of: (i) the Service Guidelines, (ii) Change Control Procedures, (iii) the plans for the recovery of the Services that are Services, (iv) the underwriting policies and procedures, (v) the training materials developed under this Agreement, (vi) findings from mortality studies conducted during the twelve (12) month period ending on the effective date of termination or expiration of this Agreement, and (vii) other manuals required to be transferredenable Customer and its designee(s) to support the environment; (b) Providing Reviewing with and explaining to DIR, the DIR Customers and/or their Customer Manager and its designee(s) information regarding the Services as reasonably necessary to implement the termination assistance plan developed documentation provided by Service Provider pursuant to Section 4.4 of the Master Services Agreement, and providing such information regarding the Services as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of DIR and the DIR Customers, including (i) relevant documentation and (ii) key support contacts (names, business phone numbers, fax numbers, email addresses and business postal addresses) of Service Provider Personnel during the transition from Service Provider to DIR, the DIR Customers and/or their designee(s)Administrator under this Exhibit H; (c) Supplying information concerning Systems, Equipment, Software, types Providing to Customer and skills its designee(s) copies of Service Provider Personnel and other resources insurance forms used by Service Provider Administrator to provide perform the Services under during the six (6) month period prior to the effective date of termination or expiration of this Agreement, as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for the Services; (d) Explaining Providing to Customer and its designee(s) copies of information regarding the Change Control ProceduresServices that are required to implement the Termination/Expiration Assistance Plan, Change Management processincluding: (i) a list of all libraries required to provide the Services to Customer, problem management process(ii) copies of all terminal definition tables, Service Management Manual, Reports and other standards and procedures to the operations staffs of DIR, each DIR Customer and/or their designee/designees operations staff; (eiii) Providing reasonable access, including in person and by telephone, to Service Provider Personnel during and following the period for performance of Termination Assistance Services; (f) Explaining the extent and nature a listing of the impact of legal control release levels for Administrator Software, (iv) job streams and regulatory requirements complianceassociated job control language, if anyrun documentation, on the Servicesapplications support documentation; and master file and field descriptions, and record layouts, (gv) Providing DIR, the DIR Customers and/or their designee(s) reasonable access to Systems, Equipment, Software and other resources and other resources naming conventions used by Service Provider Administrator to provide the Services, (vi) content listings of all data files and providing DIRprintouts of control file information containing Customer Data to Customer and its designee(s), (vii) network documentation and diagrams applicable to the DIR Customers and/or their System used to provide the Services including modem configurations, (viii) a list of key Administrator Personnel who will be supporting the transition, (ix) assistance to Customer Manager and its designee(s) establish naming conventions, (x) information concerning such items, all as reasonably necessary for transition about the organizational structure of the Administrator Personnel (e.g., organization chart, a description of the roles and responsibilities of each of the Administrator Personnel), (xi) current functional organization charts, phone trees, contact lists and standard operating procedures, (xii) reasonable access to Administrator Personnel who perform the Services during the Term of this Agreement, and (xiii) training in the use of the System used to provide the Services for the sole purpose of providing Services to DIR, the DIR Customers and/or their designee(s)Customer and its Affiliates.

Knowledge Transfer. As requested by DIR, Service Provider will provide for a transfer of knowledge regarding the Services, DIR’s and the DIR Customers’ requirements and related topics so as to facilitate the provision of the Services by DIR, the DIR Customers and/or their designee(s). This knowledge transfer shall include: (a) Providing to personnel designated by DIR reasonable training (in a manner mutually agreed to by the Parties) regarding the performance of the Services that are to be transferred; (b) Providing to DIR, the DIR Customers and/or their designee(s) information regarding the Services as reasonably necessary to implement the termination assistance plan developed by Service Provider pursuant to Section 4.4 of the Master Services Agreement, and providing such information regarding the Services as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for continued performance of Services in an orderly manner so as to minimize disruption in the operations of DIR and the DIR Customers, including (i) relevant documentation and (ii) key support contacts (names, business phone numbers, fax numbers, email addresses and business postal addresses) of Service Provider Personnel during the transition from Service Provider to DIR, the DIR Customers and/or their designee(s); (c) Supplying information concerning Systems, Equipment, Software, types and skills of Service Provider Personnel and other resources used by Service Provider to provide Services under the Agreement, as reasonably necessary for DIR, the DIR Customers and/or their designee(s) to assume responsibility for the Services; (d) Explaining the Change Control Procedures, Change Management process, problem management process, Service Management Manual, Reports and other standards and procedures to the operations staffs of DIR, each DIR Customer and/or their designee/designees operations staff; (e) Providing reasonable access, including in person and by telephone, to Service Provider Personnel during and following the period for performance of Termination Assistance Services; (f) Explaining the extent and nature of the impact of legal and regulatory requirements compliance, if any, on the Services; and (g) Providing DIR, the DIR Customers and/or their designee(s) reasonable access to Systems, Equipment, Software and other resources and other resources used by Service Provider to provide the Services, and providing DIR, the DIR Customers and/or their designee(s) information concerning such items, all as reasonably necessary for transition of the Services to DIR, the DIR Customers and/or their designee(s).