Exit Management MOU

EXIT MANAGEMENT MEMORANDUM OF UNDERSTANDING

This Exit Management Memorandum of Understanding ("MOU") is made and entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client and Service Provider are parties to an existing services agreement and wish to set forth their mutual understanding regarding the orderly cessation, transfer and wind-down of services, responsibilities and assets provided by Service Provider to Client (the "Services"); and

WHEREAS, the parties desire to define the scope, deliverables, timelines, data migration, personnel transition and acceptance criteria applicable to the exit and transition of Services; and

WHEREAS, the parties intend for this MOU to govern Exit Management activities to ensure continuity of Client operations and protection of confidential information during and after transition.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this MOU, the following terms shall have the meanings set forth below:

"Exit Activities" means all tasks, deliverables and obligations necessary to terminate, transfer or transition Services from Service Provider to Client or a designated successor, including but not limited to data export, migration, return of assets, knowledge transfer and deprovisioning.

"Transition Period" means the period commencing on Transition Start Date: and ending on Transition End Date: , unless earlier terminated in accordance with this MOU.

2. SCOPE OF EXIT ACTIVITIES

Service Provider shall perform Exit Activities in a professional manner, consistent with industry standards, and in accordance with the schedule set forth in Section 3. Exit Activities shall include, at minimum:

1. Provision of a detailed exit plan and project schedule;
2. Export and secure transfer of Client data and records;
3. Knowledge transfer sessions and documentation for Client personnel;
4. Return or secure destruction of Client-owned assets and materials; and
5. Deprovisioning of access and revocation of credentials following confirmed transfer.

3. DELIVERABLES, SCHEDULE AND ACCEPTANCE

Service Provider shall deliver an Exit Plan within calendar days of the Effective Date. The Exit Plan shall include milestones, resource assignments and acceptance criteria for each deliverable. Key deliverables include:

Deliverable Description

Acceptance shall be confirmed in writing by Client within business days of delivery. If Client provides written notice of deficiencies, Service Provider shall correct such deficiencies within the period specified in the Exit Plan.

4. TRANSITION PERSONNEL AND KNOWLEDGE TRANSFER

Service Provider will designate a Transition Manager: Name: Email: .

Client will designate a Client Transition Lead: Name: Email: .

5. ACCESS, DATA MIGRATION AND RETENTION

Service Provider shall provide Client with reasonable access to systems, data and personnel as necessary to perform Exit Activities. Data migration shall be performed in a secure manner and in formats reasonably requested by Client. Specific data export requirements are described below.

Export and Format Requirements

Unless otherwise agreed in writing, Service Provider will retain Client data only as necessary to complete Exit Activities and will securely destroy or return Client data upon completion, in accordance with the Exit Plan and applicable law.

6. CONFIDENTIALITY

Each party shall continue to maintain the confidentiality of Confidential Information disclosed under the parties' prior agreements. Service Provider shall limit access to Client Confidential Information to personnel necessary for Exit Activities and shall use such information only for the purposes of performing Exit Activities.

7. INTELLECTUAL PROPERTY

All Intellectual Property owned by Client prior to or created outside the scope of Service Provider’s performance shall remain the sole property of Client. To the extent Service Provider develops materials specifically for Client in connection with Exit Activities, the parties agree that ownership, license and use of such materials will be governed by the parties' existing agreement unless otherwise agreed in writing.

8. FEES, EXPENSES AND PAYMENT

Unless otherwise agreed, Client shall pay Service Provider fees for Exit Activities in accordance with the following schedule: Exit Management Fee: USD. Reasonable out-of-pocket expenses incurred by Service Provider in connection with Exit Activities shall be reimbursed upon presentation of supporting documentation.

9. LIABILITY; INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses or liabilities arising from the indemnifying party's willful misconduct or gross negligence in connection with Exit Activities. Except for liability arising from willful misconduct, breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of Service Provider for direct damages arising from or related to Exit Activities shall not exceed an amount equal to the Fees paid by Client to Service Provider for Exit Activities.

10. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage sufficient for the performance of Exit Activities and shall provide evidence of such insurance upon Client's reasonable request.

11. TERM; TERMINATION

This MOU shall commence on the Effective Date and continue through the completion of Exit Activities or until earlier terminated by written agreement of the parties. Either party may terminate this MOU for material breach by the other party if the breach remains uncured thirty (30) days after written notice.

12. NOTICES

Client Notices

Provider Notices

Notices shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail by certified mail, postage prepaid, to the addresses set forth above or such other addresses as either party may designate in writing.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this MOU shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right shall not operate as a waiver of that right.

14. GOVERNING LAW; JURISDICTION

This MOU shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles. Governing State:

15. ENTIRE AGREEMENT; SEVERABILITY

This MOU contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this MOU is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This MOU may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be binding.

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