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 Buyer.
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 Seller shall ensure that the Services are provided with professional skill and care or procured to the same standards as they were provided within the Seller's Group immediately prior to the Effective Date.
If, after the Effective Date, a member of the Seller's Group or a Supplier proposes any material change to an existing Supply Agreement, or a new Supply Agreement is to be entered into, the Seller shall provide the Buyer with reasonable advance written notice detailing the new and/or amended obligations which the Buyer is to comply with.
The Seller shall:
- 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. The Seller shall indemnify the Buyer and each member of the Buyer's Group against each loss, liability and cost (including reasonable legal expenses) which results from a breach of this sub-clause; and
- 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 sub-clause 3.3.
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:
- carry visible and suitable means of identification;
- comply with any security and other directions given by the Buyer relating to conduct on the Buyer's premises; and
- do not interfere with Buyer's employees or other contractors, or the business operations of the Buyer.
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