Migration Plan Sign-Off Agreement

Migration Plan Sign-Off Agreement

This Migration Plan Sign-Off Agreement (Agreement) is entered into by and between the parties identified below as of the Effective Date specified herein.

Client Name:     Service Provider Name:

Agreement Effective Date:     Migration Plan Reference:

WHEREAS

WHEREAS, the Service Provider has prepared a migration plan describing the steps, timeline and acceptance criteria for migrating the Client's systems, applications, or data as described in the Scope of Work; and

WHEREAS, the Client requires an executed sign-off of the migration plan prior to implementation to confirm agreement on scope, responsibilities, schedule, and acceptance criteria; and

WHEREAS, the parties intend for this Agreement to set forth the terms under which the Service Provider will proceed with migration activities and the criteria by which the Client will accept completion of the migration.

SCOPE OF WORK

The Service Provider will perform the migration tasks set forth in the migration plan attached as Exhibit A and summarized below. The Scope of Work includes technical preparation, data extraction, data transformation, target environment provisioning, cutover execution, validation testing, rollback procedures, and post-migration verification. The Service Provider shall provide qualified personnel, tools, and resources necessary to perform the migration in accordance with the plan and agreed schedule.

PAYMENT TERMS

In consideration of the services performed under this Agreement, the Client shall pay the Service Provider as set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Effective Date and remains in effect until completion of the migration and final acceptance by the Client, unless earlier terminated in accordance with this section.

Start Date:     End Date (anticipated):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve the Client of the obligation to pay for services rendered and costs incurred up to the effective date of termination, subject to any applicable set-off for unperformed obligations.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. Confidential Information includes non-public business, technical, financial or operational information disclosed in writing, orally, or by inspection that is designated as confidential or that a reasonable person would understand to be confidential.

The recipient shall: (a) use Confidential Information solely for the performance or enforcement of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secret under applicable law.

ACCEPTANCE CRITERIA

Migration acceptance will be evidenced by completion of the acceptance tests and criteria set forth in the migration plan. Acceptance tests shall be executed within the timeframe specified in the plan. The Client shall provide written acceptance or a list of deficiencies within five (5) business days following completion of acceptance tests. Failure to provide timely written notice shall constitute deemed acceptance.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. The Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, together with the referenced migration plan and any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition. The parties agree to cooperate in good faith to perform their respective obligations and to execute any documents reasonably necessary to carry out the intent of this Agreement.

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