47QPCA26Q0006_RFQ Attachment 5_Migration Services Upon Termination_2025-11-05.pdf

Migration Services Upon Termination

I. Rights Upon Termination

In the event of termination for any reason and upon written request of the agency, the Contractor will provide the Migration Services, as defined in Section II below. Except as expressly amended herein, all other terms and conditions of the contract shall remain in full force and effect.

II. Migration Services

The purpose of the Migration Services is to allow for a successful transition to an alternate provider’s system or other location of the agency’s choice, assuming that such provider or location (1) can support industry-standard file formats and (2) has a mechanism for bulk upload of the Content (“New Provider or New Location”), which the Contractor shall facilitate in good faith by cooperating with the New Provider and/or agency to migrate the items listed below into the New Provider or New Location. If the Contractor is required to engage in Migration Services, such Services will be performed within ninety (90) calendar days or other time as mutually agreed between the parties. For the avoidance of doubt, the agency may not access and use the Contractor Platform after the Contract Termination Date other than for purposes of the Migration Services.

● The Contractor will be responsible for the managed export of all Content from the Contractor Platform to a New Provider or New Location. This data will be exported to that location in open-source formats. Content means any data (including aggregated or transformed versions thereof and analytical outputs), models, algorithms, analyses, transformation code, or other content that is provided by Customer or Authorized Users, whether directly or indirectly from a third party, for transmission, storage, integration, import, display, distribution or use in or through the Products.

● The Contractor will be responsible for the managed export of all media items (images, video, pdf, audio, etc.) from the Contractor Platform to a New Provider or New Location;

● The Contractor will be responsible for the managed export of all code-based pipelining from the Contractor Platform to a New Provider or New Location. This code-based pipeline logic will be stored in industry-standard, open formats such as PySpark, SparkSQL, Java Spark, Spark R, or other widely recognized and interoperable formats;

● The Contractor will be responsible for the managed export of pipeline logic in low-code interfaces (such as Pipeline Builder) from the Contractor Platform to a New Provider or New Location. This code will be stored in industry-standard, open formats such as Java Spark, or other widely recognized and interoperable formats, so that it can run outside of a GUI interface;

● The Contractor will be responsible for the managed export of all connection configurations for data source connections to upstream systems;

● The Contractor will be responsible for the managed export of functions logic from the Contractor Platform to a New Provider or New Location. Functions logic would be exported in Typescript or Python for reuse in other platforms;

● The Contractor will be responsible for the managed export of all user-uploaded libraries and packages from the Contractor Platform to a New Provider or New Location;

● The Contractor will be responsible for the managed export of all user-uploaded docker containers and containerized models from the Contractor Platform to a New Provider or New Location;

● The Contractor will be responsible for the managed export of the Ontology JSON schema that models the entities, links, and actions that comprise the ontology;

● The Contractor will be responsible for the managed export of an OpenAPI specification for all identified production applications built within the Contractor Platform;

● The Contractor will be responsible for the managed export of the OpenAPI specification for the customer’s production ontology elements, as determined by the customer;

● The Contractor will be responsible for the managed export of all groups and users in a tabular format representing the platform’s group membership to a New Provider or New Location;

● The Contractor will be responsible for the managed export of all user metadata in a JSON format representing the user entities and attributes of users;

● The Contractor will be responsible for the managed export of all security markings used to protect sensitive data on the environment and their respective categories. The Contractor will also export the members of those markings;

● The Contractor will be responsible for the managed export of all audit logs in a format compatible with standard SIEMs;

● The Contractor will be responsible for the managed export of platform usage information (storage, compute, etc.) segregated by project within the platform;

● The Contractor will make best efforts to provide the requisite technical support to facilitate a transfer of the Content to a New Provider or New Location; and

● The Contractor will make best efforts to assist with the resolution of any reasonable unforeseen issues or complexities that may arise during the migration process.

● (Bullets above collectively the “Migration Services”)

III. Non-Retention of Data

Upon any termination for any reason and upon Customer’s written request, within thirty (30) days of completion of the Migration Services, the Contractor will use reasonable methods to delete or otherwise make all Content inaccessible. The Contractor will certify the completion of this process and the non-retention of the Content to the Agency in writing.

IV. Migration Services Notice Period

The agency agrees to make best efforts to provide the Contractor notice of at least ninety (90) days prior to the Contract Termination Date (the “Notice Period”) so that the Contractor may complete the Migration Services during that time. The Parties agree that the Notice Period reflects the Parties’ shared intent, however, if the agency is not able to provide notice at least ninety (90) days prior to the Contract Termination Date due to unforeseen circumstances, senior leadership from the Contractor and the agency shall meet and confer to determine whether a period of time not to exceed ninety (90) days beyond the Contract Termination Date is required to finalize the Migration Services. The Migration Services provided by the Contractor beyond the Contract Termination Date shall be provided gratuitously to the United States Government.

The Contractor agrees not to seek, accept, or expect any payment or other form of compensation for the Migration Services provided beyond the Contract Termination Date and acknowledges that it has no expectation of payment or compensation from the United States Government for such Migration Services.

V. Penalties

If the Migration Services are not performed pursuant to the terms set forth above, the Contractor shall be liable for any actual, direct damages incurred by the government arising out of or directly resulting from Company's delay or failure to perform the Migration Services in accordance with the above terms.

The foregoing does not apply to the extent that any delay or failure of performance is due to circumstances outside of the Contractor's control (for example, failure of the New Provider to provide timely access to systems or requisite functionality for migration, or access to New Provider subject matter experts able to support migration).