Common use of Requests for Additional Services Clause in Contracts

Requests for Additional Services. In the event that Service Recipient desires (i) any services in addition to the Services (other than Excluded Services, Omitted Services (which are the subject of Section 2.11.5) and Included Migration Services (which are the subject of Section 2.11.4)), including as a result of any change to the assets of Service Recipient, or (ii) a material increase in the scope of any Service compared to the scope of such Service provided to the applicable business during the Reference Period, in each case, as a result of the acquisition of another Person, a change in applicable Laws (or the interpretation thereof) that are adopted or enacted after the Distribution Date or otherwise (clauses (i) and (ii), collectively, “Additional Services”), Service Recipient may submit a written request describing such services to Service Provider’s Designated Person, it being understood that Service Provider may in its sole and absolute discretion decline to provide any such Additional Service. Service Recipient acknowledges that Service Provider shall be under no obligation to provide, and may not have the resources, capabilities or capacity to provide, any Additional Service, and may determine not to do so for any reason or no reason. If Service Provider agrees to provide any Additional Service, each Designated Person shall designate a Project Manager for each Additional Service, and the Designated Persons and such Project Managers of each of Service Recipient and Service Provider shall meet to discuss the nature, cost, duration and scope of such Additional Services. Upon the mutual agreement of the Parties with respect to the nature, cost, duration and scope of such Additional Services, such services that are provided or caused to be provided by Service Provider pursuant to this Section 2.11 shall be deemed a “Transition Service” or “Reverse Transition Service”, as applicable, for the purposes of this Agreement (other than as specifically indicated herein).

Appears in 2 contracts

Sources: Transition Services Agreement (Covetrus, Inc.), Transition Services Agreement (HS Spinco, Inc.)