Common use of Transition Responsibilities Clause in Contracts

Transition Responsibilities. Upon termination or expiration of this Agreement for any reason, Supplier must, for a period of time specified by the University (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the University, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the University or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Services at the established rates set forth in this Agreement; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services, training, reports and other documentation, to the University or the University’s designee; (c) taking all necessary and appropriate steps, or such other action as the University may direct, to preserve, maintain, protect, or return to the University all materials, data, property, and confidential information provided directly or indirectly to Supplier by any entity, agent, vendor, or employee of the University; (d) transferring title in and delivering to the University, at the University’s discretion, all completed or partially completed deliverables prepared under this Agreement as of the Agreement termination date; and (e) preparing an accurate accounting from which the University and Supplier may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Agreement will automatically be extended through the end of the transition period.