Common use of Separation Plan Clause in Contracts

Separation Plan. 18.1 No later than 90 days from Acceptance, Supplier shall submit to ISR's an offer for a separation plan. The Supplier's offer as aforesaid, shall be provided to ISR for examination and ISR shall be entitled to provide comments and/or to change it in its discretion. The Supplier undertakes in advance to accept the comments and/or changes of ISR, and it waives any claim and/or demand in relation to the comments and/or changes of ISR to the detailed specification, including any demand for an additional price. Once approved by ISR, separation plan shall be annexed to this Agreement as Appendix K ("Separation Plan"). In the event of termination of this Agreement, for any reason (including but not limited breach by ISR) Supplier shall carry out all activities under the Separation Plan without any additional cost to ISR. 18.2 Separation Plan (including without limited all manuals, instructions, drawings, operations and maintenance manuals) shall be in Hebrew unless ISR shall consent otherwise in writing and in advance that the Separation Plan shall be English. All translation cost shall be born by Supplier. In the event of any contradiction between the English version and the Hebrew version, the more strict version regarding Suppliers undertaking shall prevail according to ISR's discretion. 18.3 Without derogating from the above, Separation Plan shall include all the following: 18.3.1. Upon ISR's written notice ("Separation Notice") Supplier will be required to nominate a manager on his behalf for the Separation Period (hereinafter referred to as: "Manager of the Separation Period"), in full time, in order to complete the separation process, on a date to be determined by ISR. 18.3.2. The purpose of the separation plan is to transfer to Israel Railways, or anyone on its behalf, or to a combination of the two, the knowledge and ability to operate and fully maintain the simulators, including the data, in whole or in part. Transfer of knowledge in an orderly manner that will prevent any damage and/or malfunctions to Israel Railways during and after the separation, and with the full cooperation of all the parties. 18.3.3. The Supplier will transfer to ISR all information and data accumulated since the installation of the TTS including all the visual, vocal, textual and alphanumeric information required for the full and proper operation of the TTS. 18.3.4. Supplier undertakes to do everything in his power and to carry out any action, in order to achieve the above objective, and to refrain from carrying out any action that may impair or damage the aforesaid purpose. 18.3.5. Supplier is committed to show good will, to cooperate fully and to help realize the transition successfully and efficiently. The Supplier undertakes to act according to the Separation Plan even if it has any claims against ISR including against ISR decision to carry out the separation or in case he has financial claims. The parties agree that in any case of litigation between the parties regarding the decision of ISR to terminate the Agreement, the Supplier shall refrain from seeking relief of enforcement or injunction, and shall be satisfied with compensation. 18.3.6. The Supplier shall not impair the level of service and the service itself, or the transfer of the service until an agreement or arrangement in relation to the separation procedure is reached, as shall be determined by ISR 18.3.7. Upon the commencement of the separation process FROM Separation Notice, the Supplier will submit to ISR a list of updated compute equipment, software and shelf products. The list of equipment shall include the serial number, configuration, location, end of warranty period, and any other information requested by ISR. The software list will include, among other things, the version number, the license type and the number of copies of each software type and the end of the support agreement period, as well as the installation on all servers and workstations. 18.3.8. All existing information and any information that accumulates relating to the services of the Supplier for ISR shall be under the sole ownership of ISR. The Supplier may not use and/or permit another person to use any data and/or document and/or input or output of the systems, or any other part of the systems, directly or indirectly, either for himself or for any other party, whether on his behalf or not, with or without consideration. 18.3.9. The Supplier shall procure that all of its employees shall follow the Separation Plan. 18.3.10. Supplier shall submit to ISR all documents, identification cards and passage permits, documentation, clarifications or any other detail, on any media (paper, magnetic or optical media, etc.) relating to the construction and operation of the TTS. The Supplier shall transfer all the components of the services (data and documents, etc.) in such a manner that the Supplier will not retain any detail or information that it had prior to the Effective Date. 18.3.11. Supplier shall provide ISR with comprehensive Qualification relation to the TTS in each subject required by ISR. 18.3.12. Supplier shall not be relieved of its obligations until ISR shall confirm in writing that it has fulfilled its obligation under the Separation Plan. 18.3.13. It is hereby declared that all the obligations of the Supplier as specified within the framework of this Section shall be made upon its own expense and without additional consideration of ISR. 18.3.14. It is expressed that in the event for any reason Separation Plan shall not be submitted and/or approved the undertakings of Supplier detailed under this Section and any instruction of ISR to Supplier shall be deemed as the Separation Plan and shall bind the Supplier. 18.3.15. Supplier shall update from time to time the Separation Plan, without any additional cost. 18.4 If the Supplier did not fulfill its obligations as detailed in this Section to the satisfaction of ISR, then, without derogating from any remedy available to ISR under any law, ISR shall be entitled (1) to withhold payments owing to the Supplier, (2) to collect all available Guarantee including the Performance Guarantee and/or the Warranty Guarantee in full, (2) to collect from the Supplier any damages and/or expense that shall be caused to it due to the improper operation of the Washing Machines, and including to charge the Supplier for all expenses incurred by ISR, plus 20%.

Separation Plan. 18.1 No later than 90 days from Acceptance, Supplier shall submit to ISR's an offer for a separation plan. The Supplier's offer as aforesaid, shall be provided to ISR for examination and ISR shall be entitled to provide comments and/or to change it in its discretion. The Supplier undertakes in advance to accept the comments and/or changes of ISRISR in the detailed specification, and it waives any claim and/or demand in relation to the comments and/or changes of ISR to the detailed specification, including any demand for an additional price. Once approved by ISR, separation plan shall be annexed to this Agreement as Appendix K ("Separation Plan"). In the event of termination of this Agreement, for any reason (including but not limited breach by ISR) Supplier shall carry out all activities under the Separation Plan without any additional cost to ISR. 18.2 Separation Plan (including without limited all manuals, instructions, drawings, operations and maintenance manuals) shall be in Hebrew unless ISR shall consent otherwise in writing and in advance that the Separation Plan shall be English. All translation cost shall be born by Supplier. In the event of any contradiction between the English version and the Hebrew version, the more strict version regarding Suppliers undertaking shall prevail according to ISR's discretion. 18.3 Without derogating from the above, Separation Plan shall include all the following: 18.3.1. Upon ISR's written notice ("Separation Notice") Supplier will be required to nominate a manager on his behalf for the Separation Period (hereinafter referred to as: "Manager of the Separation Period"), in full time, in order to complete the separation process, on a date to be determined by ISR. 18.3.2. The purpose of the separation plan is to transfer to Israel Railways, or anyone on its behalf, or to a combination of the two, the knowledge and ability to operate and fully maintain the simulators, including the data, in whole or in part. Transfer of knowledge in an orderly manner that will prevent any damage and/or malfunctions to Israel Railways during and after the separation, and with the full cooperation of all the parties. 18.3.3. The Supplier will transfer in accordance Section 21.4 to ISR all information and data accumulated since the installation of the TTS including all the visual, vocal, textual and alphanumeric information required for the full and proper operation of the TTS. 18.3.4. Supplier undertakes to do everything in his power and to carry out any action, in order to achieve the above objective, and to refrain from carrying out any action that may impair or damage the aforesaid purpose. 18.3.5. Supplier is committed to show good will, to cooperate fully and to help realize the transition successfully and efficiently. The Supplier undertakes to act according to the Separation Plan even if it has any claims against ISR including against ISR decision to carry out the separation or in case he has financial claims. The parties agree that in any case of litigation between the parties regarding the decision of ISR to terminate the Agreement, the Supplier shall refrain from seeking relief of enforcement or injunction, and shall be satisfied with compensation. 18.3.6. The Supplier shall not impair the level of service and the service itself, or the transfer of the service until an agreement or arrangement in relation to the separation procedure is reached, as shall be determined by ISR 18.3.7. Upon the commencement of the separation process FROM Separation Notice, the Supplier will submit to ISR a list of updated compute equipment, software and shelf products. The list of equipment shall include the serial number, configuration, location, end of warranty period, and any other information requested by ISR. The software list will include, among other things, the version number, the license type and the number of copies of each software type and the end of the support agreement period, as well as the installation on all servers and workstations. 18.3.8. All existing information and any information that accumulates relating to the services of the Supplier for ISR shall be under the sole ownership of ISR. The Supplier may not use and/or permit another person to use any data and/or document and/or input or output of the systems, or any other part of the systems, directly or indirectly, either for himself or for any other party, whether on his behalf or not, with or without consideration. Excluded from this is information, data and software collected and prepared by the supplier for ISR, e. g. within the detailed specification and the software development. 18.3.9. The Supplier shall procure that all of its employees shall follow the Separation Plan. 18.3.10. Supplier shall submit to ISR all documents, identification cards and passage permits, documentation, clarifications or any other detail, on any media (paper, magnetic or optical media, etc.) relating to the construction and operation of the TTS. The Supplier shall transfer all the components of the services (data and documents, etc.) in such a manner that the Supplier will not retain any detail or information that it had prior to the Effective Date. 18.3.11. Supplier shall provide ISR with comprehensive Qualification relation to the TTS in each subject required by ISR. 18.3.12. Supplier shall not be relieved of its obligations until ISR shall confirm in writing that it has fulfilled its obligation under the Separation Plan. 18.3.13. It is hereby declared that all the obligations of the Supplier as specified within the framework of this Section shall be made upon its own expense and without additional consideration of ISR. 18.3.14. It is expressed that in the event for any reason Separation Plan shall not be submitted and/or approved the undertakings of Supplier detailed under this Section and any instruction of ISR to Supplier shall be deemed as the Separation Plan and shall bind the Supplier. 18.3.15. Supplier shall update from time to time the Separation Plan, without any additional cost. 18.4 If the Supplier did not fulfill its obligations as detailed in this Section to the satisfaction of ISR, then, without derogating from any remedy available to ISR under any law, ISR shall be entitled (1) to withhold payments owing to the Supplier, (2) to collect all available Guarantee including the Performance Guarantee and/or the Warranty Guarantee in full, (2) to collect from the Supplier any damages and/or expense that shall be caused to it due to the improper operation of the Washing MachinestheTTS, and including to charge the Supplier for all expenses incurred by ISR, plus 20%.

Separation Plan. 18.1 No later than 90 days from Acceptance, Supplier shall submit to ISR's an offer for a separation plan. The Supplier's offer as aforesaid, shall be provided to ISR for examination and ISR shall be entitled to provide comments and/or to change it in its discretion. The Supplier undertakes in advance to accept the comments and/or changes of ISRISR in the detailed specification, and it waives any claim and/or demand in relation to the comments and/or changes of ISR to the detailed specification, including any demand for an additional price. Once approved by ISR, separation plan shall be annexed to this Agreement as Appendix K ("Separation Plan"). In the event of termination of this Agreement, for any reason (including but not limited breach by ISR) Supplier shall carry out all activities under the Separation Plan without any additional cost to ISR. 18.2 Separation Plan (including without limited all manuals, instructions, drawings, operations and maintenance manuals) shall be in Hebrew unless ISR shall consent otherwise in writing and in advance that the Separation Plan shall be English. All translation cost shall be born by Supplier. In the event of any contradiction between the English version and the Hebrew version, the more strict version regarding Suppliers undertaking shall prevail according to ISR's discretion. 18.3 Without derogating from the above, Separation Plan shall include all the following: 18.3.1. Upon ISR's written notice ("Separation Notice") Supplier will be required to nominate a manager on his behalf for the Separation Period (hereinafter referred to as: "Manager of the Separation Period"), in full time, in order to complete the separation process, on a date to be determined by ISR. 18.3.2. The purpose of the separation plan is to transfer to Israel Railways, or anyone on its behalf, or to a combination of the two, the knowledge and ability to operate and fully maintain the simulators, including the data, in whole or in part. Transfer of knowledge in an orderly manner that will prevent any damage and/or malfunctions to Israel Railways during and after the separation, and with the full cooperation of all the parties. 18.3.3. The Supplier will transfer in accordance Section 21.4 to ISR all information and data accumulated since the installation of the TTS including all the visual, vocal, textual and alphanumeric information required for the full and proper operation of the TTS. 18.3.4. Supplier undertakes to do everything in his power and to carry out any action, in order to achieve the above objective, and to refrain from carrying out any action that may impair or damage the aforesaid purpose. 18.3.5. Supplier is committed to show good will, to cooperate fully and to help realize the transition successfully and efficiently. The Supplier undertakes to act according to the Separation Plan even if it has any claims against ISR including against ISR decision to carry out the separation or in case he has financial claims. The parties agree that in any case of litigation between the parties regarding the decision of ISR to terminate the Agreement, the Supplier shall refrain from seeking relief of enforcement or injunction, and shall be satisfied with compensation. 18.3.6. The Supplier shall not impair the level of service and the service itself, or the transfer of the service until an agreement or arrangement in relation to the separation procedure is reached, as shall be determined by ISR 18.3.7. Upon the commencement of the separation process FROM Separation Notice, the Supplier will submit to ISR a list of updated compute equipment, software and shelf products. The list of equipment shall include the serial number, configuration, location, end of warranty period, and any other information requested by ISR. The software list will include, among other things, the version number, the license type and the number of copies of each software type and the end of the support agreement period, as well as the installation on all servers and workstations. 18.3.8. All existing information and any information that accumulates relating to the services of the Supplier for ISR shall be under the sole ownership of ISR. The Supplier may not use and/or permit another person to use any data and/or document and/or input or output of the systems, or any other part of the systems, directly or indirectly, either for himself or for any other party, whether on his behalf or not, with or without consideration. Excluded from this is information, data and software collected and prepared by the supplier for ISR, e. g. within the detailed specification and the software development. 18.3.9. The Supplier shall procure that all of its employees shall follow the Separation Plan. 18.3.10. Supplier shall submit to ISR all documents, identification cards and passage permits, documentation, clarifications or any other detail, on any media (paper, magnetic or optical media, etc.) relating to the construction and operation of the TTS. The Supplier shall transfer all the components of the services (data and documents, etc.) in such a manner that the Supplier will not retain any detail or information that it had prior to the Effective Date. 18.3.11. Supplier shall provide ISR with comprehensive Qualification relation to the TTS in each subject required by ISR. 18.3.12. Supplier shall not be relieved of its obligations until ISR shall confirm in writing that it has fulfilled its obligation under the Separation Plan. 18.3.13. It is hereby declared that all the obligations of the Supplier as specified within the framework of this Section shall be made upon its own expense and without additional consideration of ISR. 18.3.14. It is expressed that in the event for any reason Separation Plan shall not be submitted and/or approved the undertakings of Supplier detailed under this Section and any instruction of ISR to Supplier shall be deemed as the Separation Plan and shall bind the Supplier. 18.3.15. Supplier shall update from time to time the Separation Plan, without any additional cost. 18.4 If the Supplier did not fulfill its obligations as detailed in this Section to the satisfaction of ISR, then, without derogating from any remedy available to ISR under any law, ISR shall be entitled (1) to withhold payments owing to the Supplier, (2) to collect all available Guarantee including the Performance Guarantee and/or the Warranty Guarantee in full, (2) to collect from the Supplier any damages and/or expense that shall be caused to it due to the improper operation of the Washing MachinesMachinesTTS, and including to charge the Supplier for all expenses incurred by ISR, plus 20%.