TO INTENTIA OR ANOTHER ENTITY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN SECTION 31 ("WINDING UP
AND TRANSFER ASSISTANCE") OF THIS AGREEMENT.
4.4
THE SUPPLIER ACKNOWLEDGES THAT THE PROPER PROVISION OF THE SERVICES
IS CRITICAL FOR INTENTIA AND UNDERTAKES TO PERFORM ITS OBLIGATIONS WITH
PERSONNEL WHO ARE SUITABLE, QUALIFIED AND SKILLED FOR THE PURPOSE AND IN A
WORKMANLIKE MANNER. WHERE NOT PROVIDED OTHERWISE IN THIS AGREEMENT THE SERVICES
SHALL BE PERFORMED PURSUANT TO GENERALLY ACCEPTED METHODS AND STANDARDS IN THE
RELEVANT INDUSTRY AND GEOGRAPHIC LOCATION WHERE THE SERVICES ARE PERFORMED. THE
SUPPLIER SHALL MAINTAIN AN ACTIVE PROGRAM FOR CONTINUES IMPROVEMENT OF QUALITY
ASSURANCE AND STRIVE FOR THE HIGHEST QUALITY ASSURANCE RATINGS TO THE EXTENT
COMMONLY AVAILABLE IN THE RELEVANT INDUSTRY AND GEOGRAPHIC LOCATION WHERE THE
SERVICES ARE PERFORMED.
4.5
THE SUPPLIER MUST COMPLY WITH APPLICABLE LOCAL LAWS, REGULATIONS
AND ORDERS WHICH FROM TIME TO TIME ARE APPLICABLE TO THE PROVISION OF THE
SERVICES.
4.6
THE SUPPLIER SHALL BE RESPONSIBLE FOR THE SECURITY OF THE GOC AND
SHALL MAINTAIN SECURITY MEASURES TO PROTECT THE DELIVERABLES, INTENTIA PRODUCTS
AND CONFIDENTIAL INFORMATION FROM UNAUTHORIZED ACCESS OR THEFT. THE SUPPLIER
WILL PROMPTLY REPORT ANY BREACHES IN ITS SECURITY RESULTING IN UNAUTHORIZED
ACCESS TO OR THEFT OF INTENTIA PRODUCTS OR INTENTIA CONFIDENTIAL INFORMATION
(INCLUDING ATTEMPTED UNAUTHORIZED ACCESS TO OR THEFT THEREOF) TO INTENTIA.
4.7
THE SUPPLIER SHALL COMPLY WITH AND PROVIDE THE DISASTER RECOVERY
ORGANISATION SET FORTH IN EXHIBIT E (DISASTER RECOVERY).
5.
GENERAL OBLIGATIONS AND RESPONSIBILITIES OF INTENTIA
5.1
DURING THE TRANSITION INTENTIA SHALL UNDERTAKE THE MEASURES SET
FORTH IN EXHIBIT B (TRANSITION) AND SHALL TIMELY AND FULLY PROVIDE THE SUPPLIER
WITH OTHER REASONABLY REQUESTED ASSISTANCE AS REQUESTED IN WRITING AND IN DUE
TIME BY THE SUPPLIER, TO ENABLE THE SUPPLIER TO COMPLETE THE TRANSITION.
5.2
INTENTIA SHALL APPOINT AND MAKE AVAILABLE FOR ALL ONGOING PROJECTS
A PROJECT MANAGER WHO WILL:
(i)
be the main point of contact between Intentia and Supplier;
4
(ii)
have authority to make binding decisions for Intentia; and
(iii)
provide Supplier with access to relevant Intentia personnel who can
provide information needed by Supplier in connection with its performance of the
Agreement.
5.3
INTENTIA SHALL PROVIDE ALL REASONABLE AND TIMELY ASSISTANCE,
INFORMATION AND COOPERATION TO SUPPLIER TO ENABLE IT TO PROPERLY PROVIDE THE
SERVICES.
6.
TRANSITION
6.1
TRANSITION SHALL BE CONDUCTED IN ACCORDANCE WITH EXHIBIT B
(TRANSITION) AND SHALL BE CONSIDERED COMPLETED WHEN THE MEASURES SET FORTH IN
EXHIBIT B (TRANSITION) HAVE BEEN MET.
6.2
THE TRANSITION COMPLETION DATE OCCURS ON THE DATE WHEN TRANSITION
IS COMPLETED.
6.3
IN THE EVENT THAT THE TRANSITION COMPLETION DATE IS LATE FOR MORE
THAN *** WEEKS AND SUCH DELAY IS NOT CAUSED BY INTENTIA OR ANY CIRCUMSTANCES FOR
WHICH INTENTIA IS RESPONSIBLE, INTENTIA HAS THE RIGHT TO TERMINATE THE AGREEMENT
IN ACCORDANCE WITH SECTION 10.1, I.E. NEITHER PARTY SHALL HAVE ANY LIABILITY TO
THE OTHER PARTY AS A RESULT OF SUCH TERMINATION.
6.4
THE SUPPLIER ACKNOWLEDGES THAT IT IS CRITICAL FOR INTENTIA TO BE
ABLE TO RECEIVE THE