AND PLATFORMS CONSTITUTING EACH SERVICE WAVE SHALL CEASE ON THE
APPLICABLE WAVE TRANSITION DATE.
ON AND AFTER EACH WAVE TRANSITION DATE, BE'S
SOLE OBLIGATION FOR THE TRANSITION SERVICES TO BE PERFORMED IN RESPECT OF THE
SOFTWARE AND PLATFORMS TRANSITIONED IN THE APPLICABLE SERVICE WAVE SHALL BE TO
PROVIDE PERSONNEL RESOURCES IN ACCORDANCE WITH SECTION 3.1(B), IF ANY, AT THE
DIRECTION OF HT OR THE SUCCESSOR PROVIDER.
NOTWITHSTANDING THE FOREGOING, THE
PARTIES AGREE THAT PRIOR TO THE OCCURRENCE OF ANY WAVE TRANSITION DATE, THE
APPLICABLE KNOWLEDGE TRANSFER SERVICES TO BE PERFORMED PRIOR TO THE TRANSITION
OF SUCH SERVICE WAVE SHALL HAVE BEEN COMPLETED UNLESS HT ELECTS TO TRANSITION
SUCH SERVICE WAVE PRIOR TO THE COMPLETION THEREOF.
IF HT ELECTS TO TRANSITION
ANY SERVICE WAVE PRIOR TO THE COMPLETION OF THE ASSOCIATED KNOWLEDGE TRANSFER
SERVICES, BE WILL COOPERATE WITH HT OR THE SUCCESSOR PROVIDER TO COMPLETE SUCH
KNOWLEDGE TRANSFER SERVICES DURING THE TERM OF THIS TRANSITION AGREEMENT.
(F)
IN ORDER TO BETTER COORDINATE THE
TRANSITION ACTIVITIES BEFORE HT ASSUMES RESPONSIBILITY FOR EACH SERVICE WAVE, AS
CONTEMPLATED IN PARAGRAPH (E) ABOVE, THE PARTIES AGREE THAT PRIOR TO INTRODUCING
ANY CHANGE OR MODIFICATION IN SOFTWARE UTILIZED IN HT'S PRODUCTION ENVIRONMENT
AND CONSTITUTING PART OF SUCH SERVICE WAVE, EACH OF BE AND HT WILL GIVE THEIR
RESPECTIVE WRITTEN APPROVAL OF SUCH CHANGE OR MODIFICATION.
2.3.
Reprioritization; Other Tasks.
(A)
HT (OR THE SUCCESSOR PROVIDER) WILL
ESTABLISH PRIORITIES FOR BE PERSONNEL AND MAY REPRIORITIZE THE ACTIVITIES TO BE
PERFORMED BY SUCH PERSONNEL TO THE EXTENT SUCH WORK ACTIVITIES CAN BE PERFORMED
WITH THE SAME LEVEL OF SUPPORT CONTEMPLATED BY THE PERSONNEL PLAN AND PROVIDED
THAT ANY SUCH ACTIVITIES CONSTITUTE TRANSITION SERVICES.
WITHOUT BE'S PRIOR
WRITTEN CONSENT, NO SUCH REPRIORITIZATION MAY
3
REQUIRE BE TO INCUR ADDITIONAL COSTS OR TO DEVOTE ADDITIONAL OR DIFFERENT
RESOURCES TO PROVIDE THE TRANSITION SERVICES.
(B)
UNLESS OTHERWISE AGREED IN WRITING BY THE
PARTIES, BE SHALL HAVE NO OBLIGATION TO PERFORM ANY SERVICES, TASKS OR FUNCTIONS
NOT CONSTITUTING TRANSITION SERVICES OR SET FORTH IN THIS TRANSITION AGREEMENT,
EVEN IF DIRECTED TO DO SO BY HT OR THE SUCCESSOR PROVIDER.
2.4.
Contract Executives.
Each of HT and BE will
designate and maintain one or two individual(s) to serve as a principal point of
contact for the other Party and to whom the other Party may address contract and
operational communications regarding this Transition Agreement (each, a
"Contract Executive").
The initial Contract Executive for HT is David Torline
and the initial Contract Executives for BE are Tom McKelvey and Paul Ciandrini
(it being understood that HT may direct communications to either and rely on the
determinations of either with respect to matters that are to be handled by the
Contract Executive).
2.5.
Third-Party Agreements.
BE will provide to HT
complete copies of those third-party agreements to be assigned pursuant to the
MSA to HT or the Successor Provider.
To the extent HT elects to assume or have
the Successor Provider assume such agreements,
BE will have the financial and
administrative responsibility to assign