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 favour of the Seller.
The Seller has agreed to provide, or procure the provision of the Services to the Buyer and/or members of the Buyer's Group on the terms of this agreement.
The Buyer shall, and shall procure that the other members of the Buyer's Group shall:
(a) give or procure access to any of the facilities or premises of the Buyer or each member of the Buyer's Group to the extent reasonably required by employees and subcontractors of any member of the Seller's Group in connection with the provision of the Services;
(b) at its own cost, promptly provide to the Seller all information (including copies of documents and data) and other assistance reasonably required by any member of the Seller's Group to provide, or procure the provision of, the Services in accordance with this agreement;
(c) ensure that those of its personnel whose decisions are necessary for the performance of the Services are available at all reasonable times for consultation on any matter relating to the Services.
(d) not cause the Seller or any member of the Seller's Group to breach any obligation (contractual, tortious or otherwise) which the Seller or member owes to the Suppliers. The Buyer shall indemnify the Seller and each member of the Seller's Group against each loss, liability and cost (including reasonable legal expenses) which results from a breach of this sub-clause;
(e) take reasonable steps to ensure the safety of any of the employees or contractors of any member of the Seller's Group who visit the premises of any member of the Buyer's Group;
(f) use the Services solely for the purposes of carrying on the Business;
(g) not use, or attempt to access or interfere with, any communications systems, information technology systems or data used by the Seller's Group, unless authorised to do so under this agreement. The Buyer shall indemnify the Seller and each member of the Seller's Group against each loss, liability and cost (including reasonable legal expenses) which results from a breach of this sub-clause;
(h) co-operate with the Seller in any reasonable security arrangements which the Seller considers necessary to prevent the Buyer or any member of the Buyer's Group, or any unauthorised third party, accessing a system or data in a manner prohibited by sub-clause 4(g); and
(i) use best endeavours, as soon as practicable after the Effective Date, to acquire its own information technology and communications systems and services and to migrate off the systems used by the Seller's Group.
This Consulting Agreement should be carefully read by the Seller and the Buyer.
The parties should sign and return a copy, and once signed, both parties should get a copy. To avoid future disputes, both parties may wish to have their signature witnessed.
The contractual price, the contracted service, the term of provision and other related details should all be clearly stated in the Agreement.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.
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