Common use of THIS SPACE INTENTIONALLY LEFT BLANK Clause in Contracts

THIS SPACE INTENTIONALLY LEFT BLANK. In the event of termination or expiration of the Contract, Vendor shall work with the Department in good faith to transition or phase out the Services of the Contract.‌ Transition services shall be provided for up to twelve (12) months, unless otherwise waived by the Department, and such services shall include: • Continued provision of specified, identifiable Services; • Vendor’s cooperation with the Department and/or another Vendor designated by the Department in connection with the transfer of Services to such other Vendor; • Notification of current procedures; • Listing of equipment and software licenses then used to provide the Services; • Explanations of operations to new Vendor; • Submission of a schedule for transition activities; and • In post-migration status, answering reasonable questions on an as-needed basis. The transition services rendered during the term of the Contract shall be provided at no additional cost. Vendor recognizes that the Services under the Contract are vital to the Department and must be continued without interruption and that, upon Contract expiration or termination, a successor may continue them. Vendor’s failure to cooperate with a succeeding Vendor in providing continuity of Services is default and breach of Contract, which shall entitle the Department to damages. Vendor shall provide experienced personnel during the Contract completion period to ensure that the Services required by the Contract are maintained at the same required level of proficiency subject to the required Performance Guarantees and to furnish phase-out training to either the Department or another Vendor. Vendor shall, upon written Notice, furnish phase-out Services for up to six (6) months after the Contract terminates and negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program, subject to Department approval, necessary to avoid interruption of the Services. Within thirty (30) Business Days from the date of termination or expiration of the Contract, Vendor shall deliver to the Department all related files, records or other documentation related to the Services. Attorney-client and work product privileged information and proprietary and competitively sensitive trade secret information belonging to the Vendor shall not be subject to this provision. This section shall survive termination of this Contract. THIS SPACE INTENTIONALLY LEFT BLANK Advertising‌‌‌ Vendor shall not publicly disseminate any information concerning the Contract without prior written approval from the Department, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking Vendor’s name and either a description of the Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except Enrollees, network health care providers, or potential or actual Subcontractors. Within a reasonable time after the Effective Date, the Parties may issue a mutually agreeable joint press release regarding the Contract and the Services to be provided hereunder. Vendor will not use the State seal, name or logo of the Department or State, or Vendor’s relationship to the Plan, for any purpose without the prior written consent of the Department. Vendor will not publish or release the results of its engagement without prior written approval from the Department. However, Vendor may refer to the Contract as an experience citation with other customers without prior approval.

THIS SPACE INTENTIONALLY LEFT BLANK. In the event of termination or expiration of the Contract, Vendor shall work with the Department in good faith to transition or phase out the Services of the Contract.‌ Transition services shall be provided for up to twelve (12) months, unless otherwise waived by the Department, and such services shall include: • Continued provision of specified, identifiable Services; • Vendor’s cooperation with the Department and/or another Vendor designated by the Department in connection with the transfer of Services to such other Vendor; • Notification of current procedures; • Listing of equipment and software licenses then used to provide the Services; • Explanations of operations to new Vendor; • Submission of a schedule for transition activities; and • In post-migration status, answering reasonable questions on an as-needed basis. The transition services rendered during the term of the Contract shall be provided at no additional cost. Vendor recognizes that the Services under the Contract are vital to the Department and must be continued without interruption and that, upon Contract expiration or termination, a successor may continue them. Vendor’s failure to cooperate with a succeeding Vendor in providing continuity of Services is default and breach of Contract, which shall entitle the Department to damages. Vendor shall provide experienced personnel during the Contract completion period to ensure that the Services required by the Contract are maintained at the same required level of proficiency subject to the required Performance Guarantees and to furnish phase-out training to either the Department or another Vendor. Vendor shall, upon written Notice, furnish phase-out Services for up to six (6) months after the Contract terminates and negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program, subject to Department approval, necessary to avoid interruption of the Services. Within thirty (30) Business Days from the date of termination or expiration of the Contract, Vendor shall deliver to the Department all related files, records or other documentation related to the Services. Attorney-client and work product privileged information and proprietary and competitively sensitive trade secret information belonging to the Vendor shall not be subject to this provision. This section shall survive termination of this Contract. THIS SPACE INTENTIONALLY LEFT BLANK Advertising‌‌‌ Vendor shall not publicly disseminate any information concerning the Contract without prior written approval from the Department, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking Vendor’s name and either a description of the Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except Enrollees, network health care providersMembers, or potential or actual Subcontractors. Within a reasonable time after the Effective Dateexecution of the Contract, the Parties may issue a mutually agreeable joint press release regarding the Contract and the Services to be provided hereunder. Vendor will not use the State seal, name or logo of the Department or State, or Vendor’s relationship to the Plan, for any purpose without the prior written consent of the Department. Vendor will not publish or release the results of its engagement without prior written approval from the Department. However, Vendor may refer to the Contract as an experience citation with other customers without prior approval.

THIS SPACE INTENTIONALLY LEFT BLANK. In the event of termination or expiration of the Contract, Vendor shall work with the Department in good faith to transition or phase out the Services of the Contract.‌ Transition services shall be provided for up to twelve (12) months, unless otherwise waived by the Department, and such services shall include: • Continued provision of specified, identifiable Services; • Vendor’s cooperation with the Department and/or another Vendor designated by the Department in connection with the transfer of Services to such other Vendor; • Notification to the Department of current procedures; • Listing of equipment and software licenses then used to provide the Services; • Explanations of operations to new Vendorvendor; • Submission of a schedule for transition activities; and • In post-migration status, answering reasonable questions on an as-needed basis. The transition services rendered during the term of the Contract shall be provided at no additional costcost unless mutually agreed based on the scope of Services to be provided. Vendor recognizes that the Services under the Contract are vital to the Department and must be continued without interruption and that, upon Contract expiration or termination, a successor may continue them. Vendor’s failure to cooperate with a succeeding Vendor in providing continuity of Services is default and breach of Contract, which shall entitle the Department to damages. Vendor shall provide experienced personnel during the Contract completion period to ensure that the Services required by the Contract are maintained at the same required level of proficiency subject to the required Performance Guarantees and to furnish phase-out training to either the Department or another Vendor. Vendor shall, upon written Notice, furnish phase-out Services for up to six (6) months after the Contract terminates and negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program, subject to Department approval, necessary to avoid interruption of the Services. Within thirty (30) Business Days from the date of termination or expiration of the Contract, Vendor shall deliver to the Department all related files, records or other documentation related to the Services. Attorney-client and work product privileged information and proprietary and competitively sensitive trade secret information belonging to the Vendor shall not be subject to this provision. This section shall survive termination of this Contract. THIS SPACE INTENTIONALLY LEFT BLANK Advertising‌‌‌ Vendor shall not publicly disseminate any information concerning the Contract without prior written approval from the Department, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking Vendor’s name and either a description of the Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except Enrollees, network health care providersMembers, or potential or actual Subcontractors. Within a reasonable time after the Effective Dateexecution of the Contract, the Parties may issue a mutually agreeable joint press release regarding the Contract and the Services to be provided hereunder. Vendor will not use the State seal, name or logo of the Department or State, or Vendor’s relationship to the Plan, for any purpose without the prior written consent of the Department. Vendor will not publish or release the results of its engagement without prior written approval from the Department. However, Vendor may refer to the Contract as an experience citation with other customers without prior approval.