TO ALL
INVESTORS-OWNED ASSETS OR INVESTORS-LEASED ASSETS LOCATED AT A PROVIDER OR OTHER
NON-INVESTORS FACILITY; AND (II) PROVIDER WILL BE RESPONSIBLE FOR ALL COSTS AND
EXPENSES OF REPAIR OR REPLACEMENT TO CORRECT ANY DAMAGE TO INVESTORS-OWNED
ASSETS OR INVESTORS-LEASED ASSETS ANY PART THEREOF (REASONABLE WEAR AND TEAR
EXCEPTED) CAUSED BY PROVIDER, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS OR INVITEES
(EXCLUSIVE OF INVESTORS AND IT'S SUBCONTRACTORS).
ACCESS TO ANY PROVIDER
FACILITY IN WHICH A INVESTORS-OWNED ASSETS OR INVESTORS-LEASED ASSETS ARE
LOCATED, SHALL BE SUBJECT TO PROVIDER'S REASONABLE ACCESS SECURITY POLICY.
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2.4
RETURN OF INVESTORS ASSETS
UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, BUT NO LATER THAN THIRTY
(30) CALENDAR DAYS FROM SUCH EXPIRATION OR TERMINATION DATE, PROVIDER WILL
RETURN EACH ITEM OF INVESTORS-OWNED ASSETS AND INVESTORS-LEASED ASSETS TO
INVESTORS IN SUBSTANTIALLY THE SAME CONDITION AS IT WAS IN WHEN INITIALLY
PROVIDED TO PROVIDER, REASONABLE WEAR AND TEAR EXCEPTED.
2.5
PROVISION OF PROVIDER ASSETS
"PROVIDER ASSETS" MEANS HARDWARE, SOFTWARE AND EQUIPMENT OWNED, LICENSED OR
LEASED BY PROVIDER AND USED EXCLUSIVELY IN THE PROVISION OF SERVICES.
AS OF THE
CONTRACT EFFECTIVE DATE, THE PROVIDER ASSETS ARE IDENTIFIED IN SCHEDULE L.
AFTER THE CONTRACT EFFECTIVE DATE, PROVIDER WILL PROVIDE INVESTORS WRITTEN
NOTICE OF ITS INTENT TO INCORPORATE ANY NEW PROVIDER ASSETS INTO THE PROVISION
OF SERVICES.
NOTWITHSTANDING THE LOCATION OF PROVIDER ASSETS AT INVESTORS
IN-SCOPE LOCATIONS, ALL RIGHT, TITLE AND INTEREST IN AND TO ANY PROVIDER ASSETS
WILL BE AND REMAIN IN PROVIDER, AND INVESTORS WILL HAVE NO INTEREST IN THAT
PROVIDER ASSETS.
2.5.1
Use of Provider Equipment by Provider Employees
THE PROVIDER WILL PROVIDE PROVIDER ASSETS FOR USE BY PROVIDER EMPLOYEES ON
BEHALF OF INVESTORS AS NECESSARY, AT NO ADDITIONAL CHARGE TO INVESTORS OTHER
THAN THE ANNUAL SERVICE FEES DUE UNDER THIS AGREEMENT.
FOR THE TRANSITIONED
EMPLOYEES OR THOSE SUBCONTRACTORS RETAINED BY INVESTORS PRIOR TO THE CONTRACT
EFFECTIVE DATE WHO ARE RETAINED BY PROVIDER DURING THE BAU PERIOD, INVESTORS'
WILL CONTINUE TO PROVIDE, DURING THE BAU PERIOD, THE WORKSTATIONS AND LAPTOPS
AND RELATED PERIPHERY EQUIPMENT ("WORKSTATIONS") THAT WAS PROVIDED TO ANY
TRANSITIONED EMPLOYEE PRIOR TO THE CONTRACT EFFECTIVE DATE.
PROVIDER WILL
PROVIDE ALL OTHER ASSETS NECESSARY FOR THE TRANSITIONED EMPLOYEES TO PERFORM THE
SERVICES DURING THE BAU PERIOD AND IT WILL PROVIDE PROVIDER WORKSTATIONS TO ALL
TRANSITIONED EMPLOYEES THAT ARE EXTENDED CONTINUED EMPLOYMENT (ONCE THE SERVICES
FOR WHICH THEY ARE RESPONSIBLE FOR ARE TRANSITIONED OVER TO THE STEADY STATE).
2.5.2
PROVISION OF PROVIDER ASSETS TO INVESTORS
Provider may, upon mutual agreement with Investors as to equipment and charges
(if any), provide to Investors certain Provider Assets at mutually agreed
location(s), and on a mutually agreed delivery schedule all determined using the
change management procedure described in Section 7.4.
Investors will prepare
and maintain, at Investors' cost and expense, any Investors In-Scope Locations
in which Provider Assets will be installed.
2.5.3
INSTALLATION OF PROVIDER ASSETS
Provider will arrange for, and will determine the mode of transportation and
installation of each item of Provider Assets to such location(s), as may be
mutually