Common use of Migration Plan Clause in Contracts

Migration Plan. Each Party acknowledges that the purpose of this Agreement is to provide the Services on an interim basis, until Recipient can perform the Services for itself, either through its own personnel or through Third Parties. Accordingly, at all times from and after the Effective Date, Recipient shall use reasonable efforts to make or obtain approvals, permits or licenses, implement any necessary systems, and take, or cause to be taken, any and all other actions necessary or advisable so as to render receipt of the Services from Provider no longer necessary. Recipient agrees that within one hundred eighty (180) days from the Effective Date (or an additional forty-five (45) days from such date if mutually agreed to in writing by the Parties), it shall provide to Provider, a written migration plan in substantially the form attached hereto as Exhibit H (a “Migration Plan”), to wind down Recipient’s receipt of the Services and develop its internal service capabilities or seek Third Party providers so as to render receipt of the Services. The Migration Plan shall include, among other things, the following with respect to the Services: (i) the phases of implementation, (ii) milestones, (iii) expected Provider involvement, (iv) service inter-dependency issues, and (v) contingencies. The cost and fees of Provider to facilitate Recipient’s migration is not included in the Service Fees in the SLAs, and Recipient shall be responsible for all costs associated with the creation of the Migration Plan and any implementation thereof. The respective Contract Managers and appropriate functional resources shall meet to discuss implementation of the Migration Plan and expected Provider involvement.