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Exit Plan

Schedule 14 (Sample Plan) Exit Plan and Termination Assistance

Part A - Provision of Exit Plan

No later than three (3) Months after the Commencement Date Hancock Software, Inc. shall provide an initial proposed Exit Plan (the “Draft Exit Plan”).

No later than three (3) months after the Operational Date Hancock Software, Inc. shall update the Draft Exit Plan and provide the update.

Thereafter Hancock Software, Inc. shall review and update the Draft Exit Plan in conjunction with all reviews and updates of the Operations Manual to reflect any changes to the service that may impact on the Draft Exit Plan, providing copies of the updated Draft Exit Plan.

Part B - Termination Assistance Obligations


      1. Upon Expiry or Termination of this Agreement
        1. the parties will, using the Draft Exit Plan as a base, promptly meet and develop and agree the Exit Plan; and 
        2. Both parties shall co-operate with each other and any Successor Operator to implement the Exit Plan, to minimise the cost and disruption of termination to each other and to facilitate the orderly transitioning of the Services from Hancock Software, Inc. to any Successor Operator in accordance with the provisions of this Agreement.  Our customer shall take reasonable steps to procure that the Successor Operator co-operates with Hancock Software, Inc. to achieve all of the foregoing
          1. the date the obligations under the Exit Plan have been fulfilled; or
          2. the date the Services have been successfully migrated over to the customer or a Successor Operator; or 
          3. the date which is six (6) months after the date of termination.
        2. To the extent that Hancock Software, Inc. continues to provide services to DCEO during the Exit Phase Hancock Software, Inc. will continue to receive subscription and other relevant payments.  
        3. The services provided by Hancock Software, Inc. to DCEO will be subject to an agreed phased transfer during the Exit Phase. This phased transfer will be documented and agreed in the Exit Plan between the parties.
        4. The level of obligations under the Exit Plan for Hancock Software, Inc. will be subject to an agreed phased withdrawal during the Exit Phase. This phased withdrawal will be documented within the Exit Plan and agreed between the parties.
        5. The following provisions of this Schedule 14 shall have effect on notice of termination of this Agreement where the context requires, during relevant periods prior to any such expiry or termination but in no event shall any obligation in this Part B of Schedule 14 be applicable to either party in the event this Agreement is terminated by either party prior to Acceptance of Weatherization Service.
        6. On notice of termination of this Agreement :
        7. Our customer acknowledges and agrees that Hancock Software, Inc. shall not be required to co-operate with or provide any information to any Successor Operator unless and until such Successor Operator has entered into a confidentiality agreement with Hancock Software, Inc. on substantially similar terms as those within this Agreement and in which the Successor Operator acknowledges that any disclosure is solely for the purposes described in this Agreement and does not grant any licences to any Intellectual Property Rights unless expressly stated in this Agreement.
        8. The Exit Plan is to cover the period (the “Exit Phase”) from notice of termination until the  earlier of: 
        9. In the event that the parties fail to agree the Exit Plan within 30 days of first meeting in accordance with Schedule 14 following notice of termination, the matter shall be referred to the Dispute Resolution Procedure.
        10. Hancock Software, Inc. shall provide all assistance reasonably required by our customer for, or in connection with, the agreed Exit Plan.
        11. Our customer shall have the right, through its employees and/or Successor Operator, if applicable, to liaise and meet with Hancock Software, Inc., its employees and sub-contractors to gain such an understanding of and familiarity with the systems documentation and processes used in providing the Services to enable its employees or those of a Successor Operator reasonably skilled in the provision of services similar to the Services to provide services equivalent to the Services and Hancock Software, Inc. shall cooperate in good faith with the Successor Operator to enable a smooth transition of the responsibility for the provision of the Services from Hancock Software, Inc. to the Successor Operator.
        12. The parties shall continue to perform their obligations in accordance with this Agreement during the period of the Exit Plan except as expressly provided in the Exit Plan. 
      2. To the extent the Exit Plan can be implemented using existing resource already engaged in the provision of the Services, each party shall bear its own costs in respect of the costs incurred in connection with the Exit Plan. Where Hancock Software, Inc. necessarily incurs additional costs in the provision of assistance and services in accordance with the agreed Exit Plan this additional work will be chargeable according to the agreed day rates applicable to this Agreement.  
      3. Co-operation for Service transition
        1. Hancock Software, Inc. shall take the necessary steps and actions to cooperate with our customer and Successor Operator in accordance with the Exit Plan to ensure an orderly transfer of the expired/terminated Service(s).  Our customer shall co-operate and procure that the Successor Operator reasonably co-operates with Hancock Software, Inc. in accordance with the Exit Plan to ensure an orderly transfer of the expired/terminated Service(s). 
        2. Each party shall repay to the other any advance payments made by the other relating to any expired/terminated Service(s) not performed by Hancock Software, Inc..
        3. Hancock Software, Inc. shall at no additional cost to our customer (but subject to any consents or licences granted to Hancock Software, Inc. or our customer (and the ownership of Intellectual Property Rights) in relation to such information or data by any third party provide to our customer or any Successor Operator all the DCEO Data in an agreed format, together with all related documentation and any our customer Confidential Information and all copies thereof in the possession or control of Hancock Software, Inc.. Hancock Software, Inc. shall cease to use such data and, at the request of our customer, shall destroy all copies of such data then in its possession.  Hancock Software, Inc. shall be entitled to retain copies of data to the extent required in order to comply with its audit and record keeping obligations under this Agreement and otherwise as reasonably required for the retention of proper professional records. Such data and information retained by Hancock Software, Inc. will be kept in accordance with the confidentiality requirements of this Agreement.
        4. Except where this Agreement provides otherwise each party shall return to the other all property of the other (including all Management Information) in its possession or control.