This IT transitional services agreement is in relation to an acquisition whereby the Seller will provide transitional IT services to the Buyer / Target on the same basis as before the acquisition. This is drafted in neutral form.
The Seller has agreed to provide, or procure the provision of Information Technology Services to the Buyer and/or members of the Buyer's Group on the terms of this agreement.
The Seller shall ensure that the Services are, in all material respects, provided or procured to the same standards as they were provided within the Seller's Group immediately prior to the Effective Date.
The Seller may change operational aspects of the Services or the way in which they are provided, or substitute them with other services. If changes or substitutions are made, the Seller shall use its reasonable endeavours to ensure that:
(a) the Business is not disrupted to a material extent;
(b) the change or substitution does not result in an increase to the Service Charges, unless the Buyer has agreed to the increase in advance;
(c) reasonable prior written notice is given to the Buyer of any change or substitution to be implemented under this clause.
The Seller may suspend the Buyer's access to the information technology or communications systems used by the Seller's Group if the integrity, security or performance of the systems, or any data stored on them, is being or is likely to be jeopardised by the activities of any member of the Buyer's Group.
On termination of a Supply Agreement for reasons beyond the reasonable control of the Seller, or on the expiry of a Supply Agreement, the Seller shall not be obliged to continue to provide, or procure the provision of, the Services to which the Supply Agreement relates.
The Seller shall:
(a) not use, or attempt to access or interfere with, any communications systems, information technology systems or data used by the Buyer's Group, unless authorised to do so under this agreement; and
(b) co-operate with the Buyer in any reasonable security arrangements which the Buyer considers necessary to prevent the Seller or any member of the Seller's Group, or any unauthorised third party, accessing a system or data in a manner prohibited by this sub-clause.
The Seller shall ensure that its relevant employees and subcontractors (and those of other members of the Seller's Group) who have access to the Buyer's premises:
(a) carry visible and suitable means of identification;
(b) comply with any security and other directions given by the Buyer relating to conduct on the Buyer's premises; and
(c) do not interfere with Buyer's employees or other contractors, or the business operations of the Buyer.
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