1.2
TRANSITION
1.2.1
TRANSITION SERVICES
PROVIDER SHALL ACCOMPLISH THE TRANSPARENT, SEAMLESS, AND ORDERLY (WHICH WOULD
INCLUDE, BUT IS NOT LIMITED TO, UNINTERRUPTED COMPLIANCE WITH ALL INITIAL MASLS
AS IDENTIFIED IN SCHEDULE F) TRANSITION ("TRANSITION") FROM THE MANNER IN WHICH
INVESTORS CURRENTLY (PRIOR TO THE CONTRACT EFFECTIVE DATE) RECEIVES THE SERVICES
DEFINED IN SECTION 1.1.1 OF THIS AGREEMENT ("CURRENT SERVICES") TO THE
PERFORMANCE OF SERVICES BY PROVIDER, AS DESCRIBED IN THIS AGREEMENT, WHICH SHALL
INCLUDE COOPERATION ON THE PART OF INVESTORS (AS MAY BE SPECIFICALLY REQUIRED BY
THIS AGREEMENT).
1.2.2
CRITICAL MILESTONES
THE PARTIES RECOGNIZE AND AGREE THAT THE TIMELY PERFORMANCE OF THE SERVICES
RELATED TO THE TRANSITION ("TRANSITION SERVICES"), IS REQUIRED FOR A SUCCESSFUL
TRANSITION AND THEY HAVE DESIGNATED CERTAIN TRANSITION SERVICES ACTIONS AND
PROJECTS IN THIS AGREEMENT AS CRITICAL MILESTONES.
THE SPECIFIC TRANSITION
SERVICES AND THE COMPLETION CRITERIA FOR THE CRITICAL MILESTONES WILL BE
IDENTIFIED IN THE TRANSITION PLAN. IF PROVIDER FAILS TO MEET ANY CRITICAL
MILESTONE BY THE DATE CORRESPONDING THERETO, EXCEPT AS OTHERWISE SET FORTH IN
SECTION 1.9.5, PROVIDER SHALL BE SUBJECT TO INCENTIVES AND FEE REDUCTIONS
PURSUANT TO SCHEDULE F HEREOF.
1.2.3
PROGRESS REPORTS
PROVIDER SHALL PROVIDE TO THE INVESTORS CIO (OR AN INVESTORS REPRESENTATIVE) A
WRITTEN UPDATE AS TO THE PROGRESS OF THE TRANSITION PLAN IMPLEMENTATION, AT
LEAST MONTHLY UNTIL SUCH IMPLEMENTATION AND EACH OF THE PARTIES'
RESPONSIBILITIES THEREUNDER HAVE BEEN MET.
1.3
MANAGEMENT SERVICES
COMMENCING AT 12:01 A.M., LOCAL TIME, ON THE CONTRACT EFFECTIVE DATE, AND AT ALL
TIMES THEREAFTER DURING THE TERM, PROVIDER SHALL PERFORM, AT ALL IN-SCOPE
LOCATIONS ("IN-SCOPE LOCATIONS"), AS DESCRIBED IN SCHEDULE R, ALL SERVICES UNDER
THIS AGREEMENT. .
1.3.1
PROCUREMENT
EXCEPT FOR PROVIDER ASSETS AND SHARED USE ASSETS (INCLUDING ANY UPGRADES TO
THOSE FOREGOING ASSETS), AND EXCEPT AS OTHERWISE AGREED TO BY THE PARTIES IN
WRITING, INVESTORS SHALL PROCURE FOR PROVIDER'S USE IN PROVIDING THE SERVICES,
ALL HARDWARE, NEEDED AND SPECIALLY REQUIRED (AND NOT ALREADY PROVIDED BY
PROVIDER IN THE FORM OF SHARED USE ASSETS OR PROVIDER ASSETS) IN ORDER FOR
PROVIDER TO PROVIDE THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT ("PROCURED
ASSETS"); PROVIDED, HOWEVER, THAT PROVIDER SHALL OFFER REASONABLE ASSISTANCE IN
EVALUATING POTENTIAL SUPPLIERS (INCLUDING OFFERING OPINIONS ON PROPOSED
TECHNOLOGY CHANGES).
PROVIDER SHALL ALSO OFFER REASONABLE ASSISTANCE IN
NEGOTIATING RATES AND CONTRACT TERMS RELATED TO PROCURED ASSETS TO THE EXTENT
THOSE PROCURED ASSETS RELATE TO THE SERVICES.
WITH REGARD TO EACH CATEGORY OF
PROCURED ASSETS, PROVIDER WILL NEGOTIATE WITH INVESTORS IN GOOD FAITH TO AGREE
IN ADVANCE TO A DISCOUNT OFF LIST PRICE ARRANGEMENT FOR EACH CATEGORY OF
PROCURED ASSETS TO BE PURCHASED OR LEASED. THE DISCOUNT OFF LIST PRICE FOR EACH
CATEGORY OF PROCURED ASSETS WILL BE VALID FOR THE PERIOD OF TIME THAT IS
MUTUALLY AGREED TO BETWEEN THE PARTIES. THE PARTIES WILL DOCUMENT ITS MUTUAL
AGREEMENT REGARDING THE INITIAL DISCOUNT OFF LIST PRICE ARRANGEMENT IN
SCHEDULE E. ONCE THE PROCURED ASSETS ARE PURCHASED OR LEASED, PROVIDER SHALL
CONFIGURE, INSTALL, TEST, AND DISTRIBUTE THE PROCURED ASSETS ACCORDING TO THE
BASELINES IN SCHEDULE E, OR IF ABOVE