Common use of Termination Assistance Plan Clause in Contracts

Termination Assistance Plan. The “Termination Assistance Period” shall commence on the date indicated in the terminating Party’s notice of termination and shall continue for 180 days thereafter, not to extend past the date on which the MSA expires under Sections 16.1 and 16.2. The Termination Assistance Plan shall be subject to mutual agreement by the Parties, address the same issues contained in the Transition Project Plan, and define the obligations and responsibilities of each of the Parties, including, for example and without limitation, Service Provider’s obligations to (i) continue to provide the Services in effect immediately prior to the commencement of the Termination Alcatel-Lucent - CONFIDENTIAL Use Pursuant to Alcatel-Lucent Instructions THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT SCHEDULE P – TERMINATION/EXPIRATION ASSISTANCE Assistance Period, as well as such additional Services for which ALU provides Purchase Orders or Network Numbers to Service Provider following commencement of the Termination Assistance Period, provided that such additional Services can be completed within the Termination Assistance Period, until such time as the Services are transitioned from Service Provider to ALU or its designee; (ii) develop plans as necessary to effect the transition of the Services to ALU or its designee; (iii) identify Service Provider employees and Subcontractors performing the Services, including, but not limited to, Business Employees, and provide information regarding compensation, performance, training, skills, and other information regarding such employees and Subcontractors; (iv) identify all software (regardless of its source), third party contracts, and tools needed to transition and to provide the Services and assist in the transition of such software, third party contracts, and tools to ALU or its designee; (v) analyze and report on the space required for ALU or its designee to provide the Services; (vi) assist in the execution of a parallel operation, data migration, and testing process until the transition to ALU or its designee has been successfully completed; (vii) create and provide copies of the ALU or its customer’s Data in the format and on the media reasonably requested by ALU or its designee; and (viii) provide other technical and business process assistance as requested by ALU or its designee.

Termination Assistance Plan. The “Termination Assistance Period” shall commence on the date indicated Supplier will assist Hercules in the terminating Party’s notice development of a plan for the transition of the Services from Supplier to Hercules or its designee(s) in accordance with the provisions of Section 4.3(b)(1)(i) of the Agreement. SPECIFIC TERMINATION ASSISTANCE SERVICES General Support As directed by Hercules, Supplier shall perform general support and other activities as set forth in Section 4.3(b) of the Agreement. Knowledge Transfer Supplier will provide for a transfer of knowledge regarding the Services and related topics so as to facilitate the provision of the Services by Hercules, and Eligible Recipient and/or their designee(s). This knowledge transfer shall include: Supplying information regarding the Services as reasonably necessary to implement the termination assistance plan, and shall continue providing such information regarding Services as reasonably necessary for 180 days thereafterHercules, not an Eligible Recipient or their designee(s) to extend past the date on which the MSA expires under Sections 16.1 and 16.2. The Termination Assistance Plan shall be subject assume responsibility for continued performance of Services in an orderly manner so as to mutual agreement by the Parties, address the same issues contained minimize disruption in the Transition Project Planoperations of Hercules and the Eligible Recipients, and define the obligations and responsibilities of each of the Parties, including, for example and without limitation, Service Provider’s obligations to including (i) continue relevant documentation; and (ii) key support contacts (names, business phone numbers, fax numbers, e-mail addresses and business postal addresses) of Hercules, third party personnel and Supplier Personnel during the transition from Supplier to provide the Services in effect immediately prior to the commencement of the Termination Alcatel-Lucent - CONFIDENTIAL Use Pursuant to Alcatel-Lucent Instructions Hercules and Eligible Recipient and/or their designee(s); THIS EXHIBIT HAS BEEN REDACTED AND IS THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 SUBJECT OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING A CONFIDENTIAL TREATMENT TO SELECTED PORTIONSREQUEST. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, REDACTED MATERIAL IS MARKED WITH [******] AND HAVE HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN Supplying information concerning Equipment, Software (consistent with the provisions of Section 14.6 of the Agreement and Schedule B (Software), types and skills of personnel, third parties, and other resources used by Supplier to provide Services to Hercules under this Agreement, as may be reasonably necessary for Hercules, an Eligible Recipient and/or their designee(s) to assume responsibility for the Services; Explaining the Change Control Procedures, change management process, problem management process, Policy and Procedures Manual, Reports and other standards and procedures to Hercules’, and Eligible Recipients’ and/or their designee(s)’s operations staff; Providing reasonable access, in person and by telephone, to Supplier Personnel through the end of Supplier’s provision of Termination Assistance Services (including any Supplier Personnel involved in performing the Services during the twelve (12) months preceding Supplier’s receipt of the notice of termination or non-renewal to the extent that (i) such individuals are then employed by Supplier, and (ii) such information is not otherwise available from the Supplier Personnel then assigned to Hercules); and Explaining the extent and nature of the impact on the Services of Supplier Laws as they relate to the providing of the Services (as opposed to Supplier generally). Transfer of Resources Supplier shall provide all reasonable assistance required for the transfer to Hercules, an Eligible Recipient and/or their designee(s) the resources (e.g., Materials, Equipment, Third Party Contracts) to which Hercules is entitled under the Agreement. Such assistance shall include at a minimum: Identifying any third party services which are required by Hercules, and Eligible Recipient and/or their designee(s) to perform the Services, and to which Hercules is entitled under Section 4.3 of the Agreement; Providing a list of assets for Equipment and Software owned or licensed by Supplier, its Subcontractors, Hercules and/or Eligible Recipients, including those which are required by Hercules or its designee(s) to perform the Services and to which Hercules is entitled under Sections 4.3 and 14.6 of the Agreement; Working with Hercules, and Eligible Recipient and/or its designee(s) to minimize or eliminate any potential taxes that might be incurred as a result of any transfers; and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH “[*****”*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. MASTER SERVICES AGREEMENT SCHEDULE P – TERMINATION/EXPIRATION ASSISTANCE Assistance Period, as well as such additional Services for which ALU provides Purchase Orders or Network Numbers to Service Provider following commencement of Performing functions required under the Termination Assistance Period, provided that such additional Services can be completed within the Termination Assistance Period, until such time as the Services are transitioned from Service Provider to ALU or its designee; (ii) develop plans as necessary Agreement required to effect the transition assignment of the Services Equipment, Materials and Third Party Contracts, which are required by Hercules, and Eligible Recipient and/or their designee(s) to ALU or its designee; (iii) identify Service Provider employees and Subcontractors performing perform the Services, includingand to which Hercules is entitled under Section 4.3 of the Agreement, but not limited toincluding transferring billing and executing legal documents. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Operational Transfer Supplier shall perform all activities requested by Hercules pursuant to Section 4.3 of the Agreement to effect a smooth transfer of operational responsibility for the Services. Such activities include: Providing to Hercules, Business Employeesan Eligible Recipient and/or their designee(s), machine-readable source and provide information regarding compensationobject code (to the extent Hercules is entitled to such code under the Agreement), performance, training, skillsalong with run documentation and job control listing for the Systems Software, and other similar information regarding such employees and Subcontractors; (iv) identify all software (regardless of its source), third party contracts, and tools needed to transition and to provide the Services and assist in the transition of such software, third party contracts, and tools to ALU or its designee; (v) analyze and report on the space required for ALU or its designee necessary to provide the Services; To the extent used to provide the Services, documenting and delivering source materials (vi) assist to the extent Hercules is entitled to such materials under the Agreement), object libraries and reference files; To the extent applicable and available, delivering support profiles, enhancement logs, problem tracking/resolution documentation, and status reports associated with the Services; Providing any Authorized User information collected or maintained which further details the information in the execution reports set forth in Schedule R (Reports) as such exists as of the effective date of termination or expiration; Providing assistance in identifying alternate sources of resources, including skilled labor and spare equipment parts. Providing for the orderly hand-off of ongoing Projects, including a listing of current and planned Projects, as well as all Equipment ordered or in process, and eligible to be purchased by Hercules or the Eligible Recipients in accordance with Section 4.3 of the Agreement. With respect to each Project, document current status, stabilize for continuity during transfer, and provide reasonable training to achieve transfer of responsibility without loss of momentum; Providing Materials in accordance with Section 14.6 of the Agreement; Documenting and delivering Hercules Data and data bases maintained by Supplier specific to the Services; Transferring physical and logical security processes and tools (to the extent required under the Agreement), including cataloging and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. tendering any badges and keys for Hercules Facilities or Hercules Sites held by Supplier Personnel, documenting ownership and access levels for all passwords maintained by Supplier or in Supplier’s possession, and instructing Hercules or its designee(s) in the use and operation of security controls; Assisting with physical de-installation and transportation (not to include packing and transport) of Equipment owned by or to be conveyed to Hercules from the Supplier locations; Providing and coordinating reasonable assistance to Hercules in notifying relevant third parties of the procedures to be followed prior to, during, and after the transition; Returning to Hercules any remaining property of Hercules or the Eligible Recipients in Supplier’s possession or under Supplier’s control, including any remaining Reports, Hercules Data, Hercules owned Materials, Materials in which Hercules otherwise has rights under this Agreement beyond the Term or the period of provision of Services under Section 4.3 of the Agreement and other Confidential Information of Hercules and the Eligible Recipients; Cooperating with Hercules’ test plans, back out procedures, and contingency plans as part of the migration of Services and maintaining the capability to cut back to Supplier in case of a parallel operationservice failure or service problem for up to thirty (30) days following the transition of the Service then being transitioned; provided, data however, that the capacity and resources required to provide such Services have not been transitioned or sold to Hercules and that Hercules pays a reasonable fee for such thirty (30) day period, which shall be negotiated in good faith and agreed to by the Parties during the Termination Assistance Services period.. In conjunction with Hercules, conducting a rehearsal of the migration prior to cutover, as requested by Hercules; After the migration, and testing process until the transition to ALU or its designee has been successfully completed; (vii) create and provide copies of the ALU or its customer’s Data in the format and on the media providing additional assistance as reasonably requested by ALU or its designeeHercules to assure continuity of operations, so long as such assistance is within the period of Supplier’s provision of Termination Assistance Services specified within the Agreement; and (viii) provide other technical and business process assistance as Freezing all System changes unless otherwise requested by ALU Hercules; as long as such freezing of System changes does not affect Supplier’s provision of the Services at the Service Levels, in which case either Hercules shall relieve Supplier of the obligation to freeze THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. such changes or Supplier shall be relieved from such Service Level. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Organizational Transfer Supplier shall provide reasonable assistance required to transfer the organizational procedures developed during the Term which are specific to the support of Hercules and required to perform the Services and in connection with Hercules’ efforts at hiring, as contemplated in Section 4.3(b)(2) of the Agreement. Such assistance will include: Providing a current account organizational chart by individual Supplier Personnel assigned to perform the Services, together with such other information as Hercules may reasonably require and Supplier may disclose in accordance with its designeepersonnel policies and which is associated with its efforts to hire such individual Supplier Personnel as contemplated in Section 4.3(b)(2) of the Agreement; Providing a listing of the then-current positions and the approximate amount of time (FTEs) spent to provide the Services; and Identifying any then-current or anticipated personnel resource requirements.

Termination Assistance Plan. The “Termination Assistance Period” shall commence on the date indicated in the terminating Party’s notice of termination and shall continue for 180 days thereafter, not to extend past the date on which the MSA expires under Sections 16.1 and 16.2. The Termination Assistance Plan shall be subject to mutual agreement by the Parties, address the same issues contained in the Transition Project Plan, and define the obligations and responsibilities of each of the Parties, including, for example and without limitation, Service Provider’s obligations to (i) continue to provide the Services in effect immediately prior to the commencement of the Termination Alcatel-Lucent - CONFIDENTIAL Use Pursuant to Alcatel-Lucent Instructions THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT SCHEDULE P – TERMINATION/EXPIRATION ASSISTANCE Assistance Period, as well as such additional Services for which ALU provides Purchase Orders or Network Numbers to Service Provider following commencement of the Termination Assistance Period, provided that such additional Services can be completed within the Termination Assistance Period, until such time as the Services are transitioned from Service Provider to ALU or its designee; (ii) develop plans as necessary to effect the transition of the Services to ALU or its designee; (iii) identify Service Provider employees and Subcontractors performing the Services, including, but not limited to, Business Employees, and provide information regarding compensation, performance, training, skills, and other information regarding such employees and Subcontractors; (iv) identify all software (regardless of its source), third party contracts, and tools needed to transition and to provide the Services and assist in the transition of such software, third party contracts, and tools to ALU or its designee; (v) analyze and report on the space required for ALU or its designee to provide the Services; (vi) assist in the execution of a parallel operation, data migration, and testing process until the transition to ALU or its designee has been successfully completed; (vii) create and provide copies of the ALU or its customer’s Data in the format and on the media reasonably requested by ALU or its designee; and (viii) provide other technical and business process assistance as requested by ALU or its designee.