Common use of Services Migration Clause in Contracts

Services Migration. (a) The Providers shall, and shall use commercially reasonable efforts to cause any applicable Third Party Contractors to, assist the Recipients in connection with the transition from the performance of Transition Services by the Providers to the performance of such services by the Recipients or other third parties engaged by the Recipients, which may include assistance with the transfer of records, segregation and migration of historical data, the transition to non-Provider systems and cooperation with and assistance to any third party consultants engaged by the Recipients in connection with such transition (“Migration Services”), taking into account (i) the need to minimize the cost of such transition and the disruption to the ongoing business activities of the Parties and their Affiliates and (ii) the rights and interests of protecting Confidential Information and privilege in accordance with Article VI of the Separation Agreement (the “Protected Interests”). (b) Without limiting the generality of the foregoing, as soon as practicable after the date hereof, each Party shall, at its sole expense, in compliance with applicable Laws, take such action with respect to the systems that are under its control to separate logically and physically the Information Technology used to conduct the Distributing Business from the Information Technology used to conduct the Publishing Business, in such a manner that the Information Technology used to conduct the Publishing Business is not accessible to the members of the Distributing Group and the Information Technology used to conduct the Distributing Business is not accessible to the members of the Publishing Group, except, subject to and in accordance with Section 6.02, as and to the extent such access is necessary for the provision or receipt of Transition Services pursuant to this Agreement or as otherwise set forth herein.