Common use of Migration Planning Clause in Contracts

Migration Planning. 1.1 Within four weeks of the date of this agreement, the parties shall meet to undertake a joint discussion in relation to the Transitional Services and the general approach to the transfer of the Transitional Services from the Seller to the Purchaser or a Replacement Service Provider for the benefit of the Business (Migration Workshop). At a minimum, the parties shall discuss and attempt to agree at the Migration Workshop: (a) whether any adjustments or changes are required to the list of Transitional Services or to the description of each of the Transitional Services (any such adjustments or changes to be agreed in writing by the parties); (b) whether or not to shorten or lengthen the Service Term in respect of any Transitional Service or whether, in fact, any Transitional Service is not required to be provided by the Seller to the Purchaser (any such adjustments to be agreed in writing by the parties); and (c) the resources, activities and timetable required to achieve the successful transfer of the Transitional Services from the Seller to the Purchaser or a Replacement Service Provider for the benefit of the Business. 1.2 Within seven weeks following the date of this agreement, the Purchaser shall provide to the Seller for review, a draft migration plan setting out any adjustments to the Transitional Services and/or the Service Terms and the steps the parties intend to take to enable the Transitional Services to be transferred to the Purchaser or a Replacement Service Provider for the benefit of the Business as soon as reasonably practicable after the Completion Date and, in any event, by the end of the Maximum Transitional Period, such draft to be consistent with any agreement reached in the Migration Workshop. The Seller shall provide written comments to the Purchaser in respect of the draft migration plan within one week of receipt of the draft migration plan from the Purchaser. 1.3 The Purchaser shall, by no later than the date falling nine weeks after the date of this Agreement, provide to the Seller a revised draft of the migration plan incorporating any reasonable comments made by the Seller. Thereafter the parties shall agree the migration plan as soon as reasonably practicable and, once agreed, the migration plan shall be the Migration Plan for the purposes of this Schedule 15. Either party may escalate a failure to agree the Migration Plan in accordance with the dispute provisions of this Part 2. 1.4 The Seller shall, at its cost, and provided it is not required to incur any third party costs, provide the Purchaser with reasonable assistance in producing the Migration Plan, including providing reasonable information and relevant documentation about the Transitional Services and the relevant Information Technology systems used by the Seller, to the extent reasonably required by the Purchaser to produce the Migration Plan. 1.5 Each of the Seller and Purchaser agree and acknowledge that the objective of the parties in relation to Migration Plan is the timely and effective separation of the Business from the Seller and the migration of such Business to the Purchaser in a state such that each Purchaser is capable of operating and managing the Business in a competent and functional manner from Completion. From the date of this agreement, each of the Seller and the Purchaser shall use all reasonable endeavours to plan and prepare for the implementation of the matters contemplated by this Schedule 15 and the Migration Plan. 1.6 Prior to the Completion Date, the Purchaser and the Seller shall bear their own respective costs in implementing the Migration Plan.

Migration Planning. 1.1 Within four weeks of the date of this agreement, the parties shall meet to undertake a joint discussion in relation to the Transitional Services and the general approach to the transfer of the Transitional Services from the Seller to the Purchaser or a Replacement Service Provider for the benefit of the Business (Migration Workshop). At a minimum, the parties shall discuss and attempt to agree at the Migration Workshop: (a) whether any adjustments or changes are required to the list of Transitional Services or to the description of each of the Transitional Services (any such adjustments or changes to be agreed in writing by the parties); (b) whether or not to shorten or lengthen the Service Term in respect of any Transitional Service or whether, in fact, any Transitional Service is not required to be provided by the Seller to the Purchaser (any such adjustments to be agreed in writing by the parties); and (c) the resources, activities and timetable required to achieve the successful transfer of the Transitional Services from the Seller to the Purchaser or a Replacement Service Provider for the benefit of the Business. 1.2 Within seven weeks following the date of this agreement, the Purchaser shall provide to the Seller for review, a draft migration plan setting out any adjustments to the Transitional Services and/or the Service Terms and the steps the parties intend to take to enable the Transitional Services to be transferred to the Purchaser or a Replacement Service Provider for the benefit of the Business as soon as reasonably practicable after the Completion Date and, in any event, by the end of the Maximum Transitional Period, such draft to be consistent with any agreement reached in the Migration Workshop. The Seller shall provide written comments to the Purchaser in respect of the draft migration plan within one week of receipt of the draft migration plan from the Purchaser. 1.3 The Purchaser shall, by no later than the date falling nine weeks after the date of this Agreement, provide to the Seller a revised draft of the migration plan incorporating any reasonable comments made by the Seller. Thereafter the parties shall agree the migration plan as soon as reasonably practicable and, once agreed, the migration plan shall be the Migration Plan for the purposes of this Schedule 1514. Either party may escalate a failure to agree the Migration Plan in accordance with the dispute provisions of this Part 2. 1.4 The Seller shall, at its cost, and provided it is not required to incur any third party costs, provide the Purchaser with reasonable assistance in producing the Migration Plan, including providing reasonable information and relevant documentation about the Transitional Services and the relevant Information Technology systems used by the Seller, to the extent reasonably required by the Purchaser to produce the Migration Plan. 1.5 Each of the Seller and Purchaser agree and acknowledge that the objective of the parties in relation to Migration Plan is the timely and effective separation of the Business from the Seller and the migration of such Business to the Purchaser in a state such that each Purchaser is capable of operating and managing the Business in a competent and functional manner from Completion. From the date of this agreement, each of the Seller and the Purchaser shall use all reasonable endeavours to plan and prepare for the implementation of the matters contemplated by this Schedule 15 14 and the Migration Plan. 1.6 Prior to the Completion Date, the Purchaser and the Seller shall bear their own respective costs in implementing the Migration Plan.