Common use of Transfer Plan Clause in Contracts

Transfer Plan. 8.1.1 The Customer shall prepare a draft transfer plan, which shall address the matters stated in Schedule 6 (Transfer Plan) and shall set out the steps the Parties intend to take to enable each of the Services, and any Local Services, to be transferred to a Successor Operator. The draft transfer plan shall include the Service Migration Requirements for each Service and Local Service. If any Services, or Local Services, are likely to terminate on different dates, the draft transfer plan will also identify any dependencies between those services. The Supplier shall provide the Customer with any assistance and information reasonably required by the Customer to produce the draft transfer plan, including providing reasonable information about the Services and Local Services (and planning assumptions). 8.1.2 The Customer shall deliver the draft transfer plan to the Supplier within: (i) 30 days of the Commencement Date for (a) services in Schedule 1 (Services and Service Charges) with a Service Term of 6 months or less and (b) Intercompany Services; and (ii) 90 days of the Commencement Date for (a) any services in Schedule 1 (Services and Service Charges) with a Service Term greater than 6 months and (b) any other matters to be addressed in the transfer plan. 8.1.3 The Supplier shall review the draft transfer plan and provide comments within 20 Business Days of receipt. The Parties shall then discuss and agree the final transfer plan and, once agreed, the Customer shall issue a final transfer plan to the Supplier (the “Transfer Plan”) within 10 days of the date it was agreed reflecting any reasonable comments made by the Supplier on the draft transfer plan. Once the Transfer Plan has been agreed between the Parties, they shall both sign and date a copy of such Transfer Plan so that it is clear which version of the Transfer Plan was agreed. 8.1.4 The Customer shall issue an updated copy of the Transfer Plan whenever there is a material change to the Services (as agreed between the Parties) and, in any event, at least once every six months. Following any such update, the Customer shall provide an updated draft of the Transfer Plan to the Supplier for its review, and shall amend it in accordance with any comments made by the Supplier. 8.1.5 The Parties acknowledge it is of critical importance to the Customer that any transfer of the Services to a Successor Operator is carried out in an orderly fashion with the minimum disruption to the IC Business. Accordingly, the Supplier shall provide such assistance as the Customer reasonably requires to test the Transfer Plan and otherwise test the process to transfer part or all of the Services to the Successor Operator. 8.1.6 Any disagreement over the content of the Transfer Plan shall be treated as a Dispute and resolved in accordance with Clause 14 (Dispute Resolution).