Attachment E - SaaS Transition Services.docx

SaaS Transition Services

1. GENERAL

1.1. The objective of this Plan is to describe the obligations of both the Vendor and OCA (together, the “Parties”) in such a way as to enable the OCA to continue providing the cloud Services itself or via a third party (hereinafter referred to as: "Subsequent Supplier") in the event the Services agreement is terminated.

1.2. At OCA’s written request, upon notice of termination of the Services, Vendor will grant reasonable and requisite cooperation in:

1.2.1. Drawing up and implementing a Transition Plan Document ("TPD") that describes the manner in which Vendor will ensure the handover of the Service(s) to OCA or a Subsequent Supplier. The TDP to be drawn up by the Parties will include detailed activities, responsibilities, dependencies, and Milestones for the termination of the Services and the handover of these Services to OCA or a Subsequent Supplier;

1.2.2. The handover of the terminated Service(s) to OCA or a Subsequent Supplier ("Handover") (i. and ii. will be referred to hereinafter as: "Transition Services").

1.3. OCA and Vendor recognize and accept the fact that successful implementation and completion of the Transition Services comprises more than simply providing knowledge and documentation and living up to the obligations specified in the TPD, namely the collaboration between OCA, Vendor and a Subsequent Supplier (if applicable).

1.4. In accordance with section 4.3 below, Vendor will invoice OCA for the Consulting Services costs involved in the Transition Services as agreed upon in a separate SOW (unless otherwise agreed upon with OCA and stipulated in writing).

2. PROJECT MANAGER

OCA and Vendor will each appoint their respective project managers to support the TPD. The project manager is responsible for the execution of the Transition Services on behalf of the Party that they represent.

3. CONTENTS OF THE TPD

3.1. The TPD shall address the following issues and designate the Party responsible for those issues:

3.1.1. An overview of Service(s) to be transferred, including a list of items that must be involved in such a transfer;

3.1.2. A detailed overview of the activities and the time schedule, with start and end dates, including Milestones, drawn up in such a way to ensure smooth execution and Handover of OCA data;

3.1.3. A description of the tasks, responsibilities and authorities of the Parties involved;

3.1.4. All the Parties’ identifiable risks and risk mitigation plans, so as to guarantee successful execution of the TPD;

3.1.5. An overview of the tools and resources required to ensure that the TPD can be implemented in conformance with the TPD specified under 3.1.3;

3.1.6. An overview of measures that guarantee confidentiality;

3.1.7. In accordance with section 4.3 below, identification of the costs for the Consulting Services - Milestones;

3.1.8. A description of the acceptance criteria used to determine whether Vendor has satisfied its obligations and responsibilities by virtue of the TPD so that discharge can be granted; and

3.1.9. Other issues that OCA and/or Vendor believe should be included in the TPD.

3.2. Within 10 work days after the written termination notification, Vendor will draw up the TPD and submit it to OCA for approval. The Parties will strive to reach agreement regarding the TPD within 20 work days after written notification of the termination has been issued, but in no event less than 60 days prior to the termination of Services. Each Party is responsible for the timely and correct execution of its responsibilities as stipulated in the TPD.

3.3. Regarding the handover, Vendor will:

3.3.1. Provide OCA any information it may reasonably require regarding employees, processes and procedures that Vendor (or sub-contractor) utilizes in delivering the data and metadata so as to enable OCA to conduct in-depth conversations with potential Subsequent Suppliers;

3.3.2. Assist OCA in the conversations with potential Subsequent Suppliers and grant cooperation that is reasonably required for the verification process and/or due diligence to be conducted by those potential Subsequent Suppliers and/or OCA;

3.3.3. Support OCA in the migration of the Service(s) to either OCA or a subsequent Supplier, and provide any support that OCA and/or that Subsequent Supplier may reasonably require in order to complete the migration; to the extent reasonably required, make personnel available for a transfer of knowledge and to resolve functional and/or technical problems during the migration of the Service(s);

3.3.4. Deliver the specifications, documentation, information and other support required to ensure that OCA can either acquire the Service(s) from a Subsequent Supplier or can continue the Services internally at the best possible level;

3.3.5. Draw up a procedure for final discharge after the Handover (finalizing all financial aspects, terminating the Agreement and other obligations) that must be signed by both Parties.

4. IMPLEMENTATION OF THE TPD

4.1. If and as soon as the TPD is signed by both Parties, OCA will issue a written order to Vendor to conduct the Handover of the Services.

4.2. During the implementation of the TPD ("Transfer Period") Vendor will:

4.2.1. Keep the Service(s) at the same level committed during the most recent Term, unless activities in the TPD conflict with this (if OCA wishes to allow such exceptions to the service levels, OCA will explicitly grant its permission for this), until the Services are completely transferred to OCA and/or a Subsequent Supplier;

4.2.2. At OCA’s request, train the employees of OCA and/or the Subsequent Supplier in the execution of the Service(s) transferred/ to be transferred;

4.2.3. Provide OCA and/or the Subsequent Supplier other information that is important for continuing the Services at the highest possible level;

4.2.4. Grant OCA or the third party reasonable access to Vendor’s Employees who execute the Service(s);

4.2.5. Cooperate with OCA and/or the Subsequent Supplier in preparing and executing transition tests in such a way as to facilitate an orderly start-up of the service provision either internally by OCA or by the Subsequent Supplier;

4.2.6. Deliver copies of OCA data files and other OCA information in conformance with written instructions from OCA; and

4.2.7. Remove and erase OCA Data in the Vendor Data Center locations, after written instructions provided by the OCA in accordance with DoD 5220.22-M, the US Department of Defense data wipe standard.

During the Transfer Period, OCA must pay Vendor fees as identified in the applicable SOW for the continued delivery of the Service(s) at the same rates as applied during the most recent Term, and for Consulting Services related to the Handover as stipulated in the TPD. In accordance with Exhibit A, only the Consulting Services requested by the OCA shall be chargeable to the OCA. Vendor’s provision of "Customer Data and Documentation" and "System Integrity" services shall be provided to the OCA at no additional cost.

4.3. Prior to the execution of activities related to the Handover, Vendor is authorized to require that the potential Subsequent Supplier pledge (in writing) that:

4.3.1. It will maintain the confidentiality of any confidential information received from Vendor for a period of 12 months;

4.3.2. It will only use the information, software and other materials provided by Vendor for the OCA will not infringe any of Vendor’s Intellectual Property rights.

5. TRANSFER OF THE SERVICE(S)

5.1. The Transfer Period ends on the end date specified in the TPD, unless OCA and Vendor stipulate otherwise in writing.

5.2. At the OCA’s request, Vendor will offer reasonable support for a period of a maximum of three months (unless another term is agreed upon with OCA and stipulated in writing) as of the end date of the TPD in such a way as to enable OCA and/or the Subsequent Supplier to deliver the terminated Service(s).

5.3. If, during the Transfer Period, the OCA determines that it cannot perform activities required to effect the transition of the Service(s) to OCA and/or the Subsequent Supplier before the end of the period, the OCA is entitled to request - and Vendor will cooperate in - an extension of the Transfer Period up to a maximum of 60 work days after the end date of the TPD at the same rates previously agreed by the parties.