Common use of Transition in Clause in Contracts

Transition in. The Parties must perform their obligations in relation to Transition In Services in accordance with the Transition In Plan. As part of the Transition In Services, the Supplier must provide a detailed project plan by the date specified in the Transition In Plan that includes the strategy for the delivery of the Managed Services that is appropriate for the Customer’s needs and its user population, which will include (to the extent relevant to the particular Managed Services): identification and procurement of necessary Assets and Additional Items; identification of Client Contracts and Third Party Contracts and how they are to be managed; mechanism to determine when Transition In Services are complete and the Managed Services can commence; allocation of responsibilities within each Party’s organisation; the payment schedule; implementation of the Managed Services; and how any Project Services will be identified and provided. Subject to clauses 5.7 and 5.8 of this Agreement, the Supplier must ensure that it has completed the Transition In Services for the relevant Managed Services by the date(s) stated in the Purchase Order. Once the Supplier has completed the relevant Transition In Services it must give written notice to the Customer stating that: if the Parties have agreed criteria for determining that Transition In Services have been successful, that those criteria have been met; and/or if the Parties have not agreed criteria for determining that Transition In Services have been successful, the date that the Supplier is ready to commence providing the relevant Managed Services. The Supplier must commence providing the relevant Managed Services by the date stated in the written notice provided under clause 17.2(d) of these Services Terms, unless the Customer provides written notice within 5 days of the date of receipt of the Supplier’s notice under clause 17.2(d) of these Services Terms, stating that: if the Parties have agreed criteria for determining that Transition In Services have been successful, those criteria have not been met and the details of how they have not been met; or if the Parties have not agreed criteria for determining that Transition In Services have been successful, the details of the Customer’s reasonable grounds for believing that the Supplier is not ready to provide the relevant Managed Services. If the Supplier receives written notice under clause 17.2(e) of these Services Terms, then the Supplier must promptly remedy the defects and give the written notice to the Customer stating the date that the Supplier is ready to commence providing the relevant Managed Services. The Supplier must commence the Managed Services by the date in that notice. Where the Managed Services are to be handed over in phases, clauses 17.2(d) to 17.2(e) of these Services Terms will apply to the relevant Managed Services that are in each of the phases that are to be handed over. Unless stated otherwise on the Purchase Order, the Transition In Services will include the Supplier performing due diligence, which may include assessment and definition of the: Customer’s goals, requirements and expectations in respect of the Managed Services; Supplier’s understanding of the Customer’s and/or user’s experience and requirements in relation to the Managed Services; objectives to be met by the Supplier; nature and scope of the Managed Services, including the Environment, the Assets, Client Contracts and Third Party Contracts (and any requirement to novate or assign any of them); end users who will be supported by the Managed Services; necessary Assets and Additional Items and how they may need to be procured; migration of Customer Managed Services Data; Transition In Plan; required Deliverables; resources required (including any Customer Supplied Items or Customer assistance); complexity of the project; and any transition out plan. The due diligence must be completed within 30 days of the Effective Date of the Supply Contract (or such other period agreed in the Purchase Order). The Customer must provide such assistance, information and access to its Personnel as may be reasonably required by the Supplier to assist the Supplier to perform the due diligence. If the Supplier’s due diligence determines that: any aspect of the Services (including any of the items in clause 17.3(a) of these Services Terms) is different to that represented to the Supplier by the Customer and/or there are items that were not known to the Supplier that will adversely affect the Supplier’s ability to meet the Service Levels or other obligations under the Supply Contract; or any Assumption is not true, then the Supplier will provide the Customer with a formal proposal to vary the Supply Contract (Proposed Variation) and the Parties will negotiate in good faith to vary the Price, and/or adjust the relevant Service Level or other obligation that is affected. If the Parties agree a variation to the Supply Contract this will be documented by a Change Request and the procedures stated in Schedule 8 (Supply Contract Variation Procedures) will apply subject to clauses 17.2(d) to 17.3(g) of these Services Terms. Any Proposed Variation: of the Price will, as far as possible, be calculated using the Supplier’s time and materials rates (calculated using the rates set out in the Supply Contract, or if none are stated, at the Supplier’s rates for government), or the rates for providing Additional Services; and of the Service Levels or other obligations must be done so as to provide the Customer with a level of service as close to the Service Level or obligation as set out in this Supply Contract as is practical taking into account the reason for the variation. If the Proposed Variation provides substantially similar Service Levels and other obligations as those set out in the Supply Contract, and the varied Price is not more than 5% higher than the Price set out in the Supply Contract as at the Effective Date of the Supply Contract, then the Supply Contract will be amended to reflect this Proposed Variation. If the Proposed Variation: does not provide substantially similar Service Levels and other obligations as those that were set out in the Supply Contract as at the Effective Date of the Supply Contract; or proposes to increase the Price by more than 5% as set out in the Supply Contract at the Effective Date of the Supply Contract then the Customer may terminate the Supply Contract by giving the Supplier Notice In Writing to terminate the Supply Contract within 21days of receipt of the Supplier’s Proposed Variation. If no such notice is received then the Supply Contract will be amended to reflect the Proposed Variation. If the Customer does terminate the Supply Contract under clause 17.2(f) of these Services Terms, then the Customer must: pay the Supplier any amount of the Price for the Transition In Services which have been completed that has not been paid; indemnify the Supplier against any liabilities or expenses, which are reasonably and properly incurred by the Supplier to the extent that those liabilities or expenses were incurred as a result of preparing to perform the Managed Services; and pay any amount that is stated in the Purchase Order as being payable if the Supply Contract is terminated under clause 17.3(f) of these Services Terms. If there is no requirement for a Proposed Variation or the Parties agree to a variation, then the Supplier must then complete the Transition In Services.

Transition in. The Parties must perform their obligations A. Transition-In Plan Supplier shall provide to Gap the transition-in relation to Transition services described in Exhibit D.15 (Transition-In Services Plan) and in accordance with the Transition transition schedule set forth in Exhibit D.15 (Transition-In Plan). Supplier shall provide the transition-in services without materially (i) disrupting or adversely impacting the business or operations of Gap or Gap Authorized Users, (ii) degrading the Services being provided, or (iii) interfering with the ability of Gap or Gap Authorized Users to obtain the benefit of the Services, except as may be otherwise provided in the Transition-In Plan. As part Unless otherwise stated in the Agreement, the transition-in services shall not defer any obligations or liabilities of Supplier under this Agreement. B. Failure to Comply with the Transition-In Plan In the event Supplier fails to meet the Transition Complete date as set forth in Exhibit D.15 (Transition-In Plan), unless modified or extended by the written agreement of the Parties, Gap may elect to terminate this Agreement for convenience pursuant to Section 33.6 (Termination for Convenience) and without payment of the Termination for Convenience charges scheduled therein. Notwithstanding the preceding sentence, Gap shall be responsible for Stranded Costs pursuant to Section 34.4(D) (Transition Services). Supplier shall, upon the occurrence of acts or omissions by Gap which have been determined by Supplier to, or are likely to, adversely impact its ability to deliver or meet a Transition-In Services, the Supplier must provide a detailed project plan Plan Critical Deliverable by the date specified set forth in the Transition Transition-In Plan (“Gap Delay Claim”), advise Gap’s Infrastructure Partnership Executive of such Gap Delay Claim in writing promptly, but in no event longer than five (5) business days, of Supplier having knowledge of such occurrence, of the facts surrounding such claim and time impact, and Gap shall provide a response and/or resolution plan to Supplier within two (2) days thereafter. If Gap determines that includes the strategy Gap Delay Claim was a primary cause for a delay of Supplier in delivering a Transition-In Plan Critical Deliverable, the time for Supplier to meet that Transition-In Plan Critical Deliverable shall be extended to adjust for the delivery impact of such occurrence as well as those Transition-In Plan Critical Deliverables directly dependant upon the extended Transition-In Plan Critical Deliverable. If Supplier does not agree with Gap’s decision, Supplier shall submit the Gap Delay Claim to the Dispute Resolution Process described in Section 31 (Internal Dispute Resolution). If, at the conclusion of the Managed Services Dispute Resolution Process, it is determined that is appropriate for the Customerdelay was caused by Gap’s needs and its user population, which will include (to the extent relevant to the particular Managed Services): identification and procurement of necessary Assets and Additional Items; identification of Client Contracts and Third Party Contracts and how they are to be managed; mechanism to determine when Transition In Services are complete and the Managed Services can commence; allocation of responsibilities within each Party’s organisation; the payment schedule; implementation of the Managed Services; and how any Project Services will be identified and provided. Subject to clauses 5.7 and 5.8 of this Agreementacts or omissions, the time for Supplier must ensure that it has completed the Transition In Services for the relevant Managed Services by the date(s) stated in the Purchase Order. Once the Supplier has completed the relevant Transition In Services it must give written notice to the Customer stating that: if the Parties have agreed criteria for determining that Transition In Services have been successful, that those criteria have been met; and/or if the Parties have not agreed criteria for determining that Transition In Services have been successful, the date that the Supplier is ready to commence providing the relevant Managed Services. The Supplier must commence providing the relevant Managed Services by the date stated in the written notice provided under clause 17.2(d) of these Services Terms, unless the Customer provides written notice within 5 days of the date of receipt of the Supplier’s notice under clause 17.2(d) of these Services Terms, stating that: if the Parties have agreed criteria for determining that Transition In Services have been successful, those criteria have not been met and the details of how they have not been met; or if the Parties have not agreed criteria for determining that Transition In Services have been successful, the details of the Customer’s reasonable grounds for believing that the Supplier is not ready to provide the relevant Managed Services. If the Supplier receives written notice under clause 17.2(e) of these Services Terms, then the Supplier must promptly remedy the defects and give the written notice to the Customer stating the date that the Supplier is ready to commence providing the relevant Managed Services. The Supplier must commence the Managed Services by the date in that notice. Where the Managed Services are to be handed over in phases, clauses 17.2(d) to 17.2(e) of these Services Terms will apply to the relevant Managed Services that are in each of the phases that are to be handed over. Unless stated otherwise on the Purchase Order, the Transition In Services will include the Supplier performing due diligence, which may include assessment and definition of the: Customer’s goals, requirements and expectations in respect of the Managed Services; Supplier’s understanding of the Customer’s and/or user’s experience and requirements in relation to the Managed Services; objectives to be met by the Supplier; nature and scope of the Managed Services, including the Environment, the Assets, Client Contracts and Third Party Contracts (and any requirement to novate or assign any of them); end users who will be supported by the Managed Services; necessary Assets and Additional Items and how they may need to be procured; migration of Customer Managed Services Data; Transition In Plan; required Deliverables; resources required (including any Customer Supplied Items or Customer assistance); complexity of the project; and any transition out plan. The due diligence must be completed within 30 days of the Effective Date of the Supply Contract (or such other period agreed in the Purchase Order). The Customer must provide such assistance, information and access to its Personnel as may be reasonably required by the Supplier to assist the Supplier to perform the due diligence. If the Supplier’s due diligence determines that: any aspect of the Services (including any of the items in clause 17.3(a) of these Services Terms) is different to that represented to the Supplier by the Customer and/or there are items that were not known to the Supplier that will adversely affect the Supplier’s ability to meet the Service Levels or other obligations under the Supply Contract; or any Assumption is not true, then the Supplier will provide the Customer with a formal proposal to vary the Supply Contract (Proposed Variation) and the Parties will negotiate in good faith to vary the Price, and/or adjust the relevant Service Level or other obligation that is affected. If the Parties agree a variation to the Supply Contract this Transition-In Plan Critical Deliverable will be documented by a Change Request and extended to account for the procedures stated in Schedule 8 (Supply Contract Variation Procedures) will apply subject to clauses 17.2(d) to 17.3(g) of these Services TermsGap delay. Any Proposed Variation: of the Price will, as far as possible, be calculated using the Supplier’s time and materials rates (calculated using the rates set out in the Supply Contract, failure to advise Gap of a Gap Delay Claim as provided above shall preclude it from raising such acts or if none are stated, at the Supplier’s rates for government), or the rates for providing Additional Services; and of the Service Levels or other obligations must be done so as to provide the Customer with a level of service as close to the Service Level or obligation as set out in this Supply Contract as is practical taking into account the reason for the variation. If the Proposed Variation provides substantially similar Service Levels and other obligations as those set out in the Supply Contract, and the varied Price is not more than 5% higher than the Price set out in the Supply Contract as at the Effective Date of the Supply Contract, then the Supply Contract will be amended to reflect this Proposed Variation. If the Proposed Variation: does not provide substantially similar Service Levels and other obligations as those that were set out in the Supply Contract as at the Effective Date of the Supply Contract; or proposes to increase the Price by more than 5% as set out in the Supply Contract at the Effective Date of the Supply Contract then the Customer may terminate the Supply Contract by giving the Supplier Notice In Writing to terminate the Supply Contract within 21days of receipt of the Supplier’s Proposed Variation. If no such notice is received then the Supply Contract will be amended to reflect the Proposed Variation. If the Customer does terminate the Supply Contract under clause 17.2(f) of these Services Terms, then the Customer must: pay the Supplier any amount of the Price for the Transition In Services which have been completed that has not been paid; indemnify the Supplier against any liabilities or expenses, which are reasonably and properly incurred by the Supplier to the extent that those liabilities or expenses were incurred omissions as a result of preparing to perform the Managed Services; and pay any amount that is stated in the Purchase Order as being payable if the Supply Contract is terminated basis for avoiding a credit under clause 17.3(f) of these Services Terms. If there is no requirement for a Proposed Variation or the Parties agree to a variation, then the Supplier must then complete the Transition In Servicesthis Section.

Transition in. The Parties must perform their obligations A. Transition-In Plan Supplier shall provide to Gap the transition-in relation to Transition services described in Exhibit D.15 (Transition-In Services Plan) and in accordance with the Transition transition schedule set forth in Exhibit D.15 (Transition-In Plan). Supplier shall provide the transition-in services without materially (i) disrupting or adversely impacting the business or operations of Gap or Gap Authorized Users, (ii) degrading the Services being provided, or (iii) interfering with the ability of Gap or Gap Authorized Users to obtain the benefit of the Services, except as may be otherwise provided in the Transition-In Plan. As part of Unless otherwise stated in the Transition In ServicesAgreement, the transition-in services shall not defer any obligations or liabilities of Supplier must provide under this Agreement. B. Failure to Comply with the Transition-In Plan Supplier shall, upon the occurrence of acts or omissions by Gap which have been determined by Supplier to, or are likely to, adversely impact its ability to deliver or meet a detailed project plan Transition-In Plan Critical Deliverable by the date specified set forth in the Transition Transition-In Plan (“Gap Delay Claim”), advise Gap’s Infrastructure Partnership Executive of such Gap Delay Claim in writing promptly, but in no event longer than five (5) business days, of Supplier having knowledge of such occurrence, of the facts surrounding such claim and time impact, and Gap shall provide a response and/or resolution plan to Supplier within two (2) days thereafter. If Gap determines that includes the strategy Gap Delay Claim was a primary cause for a delay of Supplier in delivering a Transition-In Plan Critical Deliverable, the time for Supplier to meet that Transition-In Plan Critical Deliverable shall be extended to adjust for the delivery impact of such occurrence as well as those Transition-In Plan Critical Deliverables directly dependant upon the extended Transition-In Plan Critical Deliverable. If Supplier does not agree with Gap’s decision, Supplier shall submit the Gap Delay Claim to the Dispute Resolution Process described in Section 31 (Internal Dispute Resolution). If, at the conclusion of the Managed Services Dispute Resolution Process, it is determined that is appropriate for the Customerdelay was caused by Gap’s needs and its user population, which will include (to the extent relevant to the particular Managed Services): identification and procurement of necessary Assets and Additional Items; identification of Client Contracts and Third Party Contracts and how they are to be managed; mechanism to determine when Transition In Services are complete and the Managed Services can commence; allocation of responsibilities within each Party’s organisation; the payment schedule; implementation of the Managed Services; and how any Project Services will be identified and provided. Subject to clauses 5.7 and 5.8 of this Agreementacts or omissions, the time for Supplier must ensure that it has completed the Transition In Services for the relevant Managed Services by the date(s) stated in the Purchase Order. Once the Supplier has completed the relevant Transition In Services it must give written notice to the Customer stating that: if the Parties have agreed criteria for determining that Transition In Services have been successful, that those criteria have been met; and/or if the Parties have not agreed criteria for determining that Transition In Services have been successful, the date that the Supplier is ready to commence providing the relevant Managed Services. The Supplier must commence providing the relevant Managed Services by the date stated in the written notice provided under clause 17.2(d) of these Services Terms, unless the Customer provides written notice within 5 days of the date of receipt of the Supplier’s notice under clause 17.2(d) of these Services Terms, stating that: if the Parties have agreed criteria for determining that Transition In Services have been successful, those criteria have not been met and the details of how they have not been met; or if the Parties have not agreed criteria for determining that Transition In Services have been successful, the details of the Customer’s reasonable grounds for believing that the Supplier is not ready to provide the relevant Managed Services. If the Supplier receives written notice under clause 17.2(e) of these Services Terms, then the Supplier must promptly remedy the defects and give the written notice to the Customer stating the date that the Supplier is ready to commence providing the relevant Managed Services. The Supplier must commence the Managed Services by the date in that notice. Where the Managed Services are to be handed over in phases, clauses 17.2(d) to 17.2(e) of these Services Terms will apply to the relevant Managed Services that are in each of the phases that are to be handed over. Unless stated otherwise on the Purchase Order, the Transition In Services will include the Supplier performing due diligence, which may include assessment and definition of the: Customer’s goals, requirements and expectations in respect of the Managed Services; Supplier’s understanding of the Customer’s and/or user’s experience and requirements in relation to the Managed Services; objectives to be met by the Supplier; nature and scope of the Managed Services, including the Environment, the Assets, Client Contracts and Third Party Contracts (and any requirement to novate or assign any of them); end users who will be supported by the Managed Services; necessary Assets and Additional Items and how they may need to be procured; migration of Customer Managed Services Data; Transition In Plan; required Deliverables; resources required (including any Customer Supplied Items or Customer assistance); complexity of the project; and any transition out plan. The due diligence must be completed within 30 days of the Effective Date of the Supply Contract (or such other period agreed in the Purchase Order). The Customer must provide such assistance, information and access to its Personnel as may be reasonably required by the Supplier to assist the Supplier to perform the due diligence. If the Supplier’s due diligence determines that: any aspect of the Services (including any of the items in clause 17.3(a) of these Services Terms) is different to that represented to the Supplier by the Customer and/or there are items that were not known to the Supplier that will adversely affect the Supplier’s ability to meet the Service Levels or other obligations under the Supply Contract; or any Assumption is not true, then the Supplier will provide the Customer with a formal proposal to vary the Supply Contract (Proposed Variation) and the Parties will negotiate in good faith to vary the Price, and/or adjust the relevant Service Level or other obligation that is affected. If the Parties agree a variation to the Supply Contract this Transition-In Plan Critical Deliverable will be documented by a Change Request and extended to account for the procedures stated in Schedule 8 (Supply Contract Variation Procedures) will apply subject to clauses 17.2(d) to 17.3(g) of these Services TermsGap delay. Any Proposed Variation: of the Price will, as far as possible, be calculated using the Supplier’s time and materials rates (calculated using the rates set out in the Supply Contract, failure to advise Gap of a Gap Delay Claim as provided above shall preclude it from raising such acts or if none are stated, at the Supplier’s rates for government), or the rates for providing Additional Services; and of the Service Levels or other obligations must be done so as to provide the Customer with a level of service as close to the Service Level or obligation as set out in this Supply Contract as is practical taking into account the reason for the variation. If the Proposed Variation provides substantially similar Service Levels and other obligations as those set out in the Supply Contract, and the varied Price is not more than 5% higher than the Price set out in the Supply Contract as at the Effective Date of the Supply Contract, then the Supply Contract will be amended to reflect this Proposed Variation. If the Proposed Variation: does not provide substantially similar Service Levels and other obligations as those that were set out in the Supply Contract as at the Effective Date of the Supply Contract; or proposes to increase the Price by more than 5% as set out in the Supply Contract at the Effective Date of the Supply Contract then the Customer may terminate the Supply Contract by giving the Supplier Notice In Writing to terminate the Supply Contract within 21days of receipt of the Supplier’s Proposed Variation. If no such notice is received then the Supply Contract will be amended to reflect the Proposed Variation. If the Customer does terminate the Supply Contract under clause 17.2(f) of these Services Terms, then the Customer must: pay the Supplier any amount of the Price for the Transition In Services which have been completed that has not been paid; indemnify the Supplier against any liabilities or expenses, which are reasonably and properly incurred by the Supplier to the extent that those liabilities or expenses were incurred omissions as a result of preparing to perform the Managed Services; and pay any amount that is stated in the Purchase Order as being payable if the Supply Contract is terminated basis for avoiding a credit under clause 17.3(f) of these Services Terms. If there is no requirement for a Proposed Variation or the Parties agree to a variation, then the Supplier must then complete the Transition In Servicesthis Section.