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Title: Supplier Exit and Transition planning
Purpose: IT Contract Management guide for exiting/terminating a supplier.
Author: John Willacy.
Date: 10/07/18.
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The following document is a guide to items which may need to be considered/addressed whilst exiting/terminating a contract.
NB: This not a comprehensive guide for all suppliers as each Contract can have its own exceptional attributes and to cover all eventualities is impossible.
Termination/Exit Plan:
The contractual termination options are:
1. X
2.Y
3. Z
Scope of Services
© To be defined.....
Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
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Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
Appointment of an Exit Manager by Post Office
Post Office shall appoint an exit manager responsible for making sure
POL meets its obligations under the Agreement in relation to the exit.
This manger must ensure all stakeholders are aware of the ongoing
transition to a new supplier, this will be achieved by excellent
communication.
Seven days after notice is given (“N
Date”).
Seven days after notice is given (“N
Date’).
Appointment of an Exit Manager by supplier
The supplier shall appoint an exit manager responsible for making sure
they meet its obligations under the Agreement in relation to the exit.
This shall include but not be limited to:
¢ participating in the planning and resourcing of transferring
responsibility for the provision of the Goods and Services or
equivalent services to the new Supplier;
managing their involvement in the above activities and committing
their resources to it, and managing the timescales agreed; and
e Organising the supplier's management and control for the activities
described below.
N date plus 30 days
N date plus 30 days
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Row No I Activity and Responsi Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
e Identifying any additional costs that are likely to be incurred
e Outline any TUPE provisions (where appropriate).
3. SLAs
Agree suspension or relaxing of SLA's with outbound supplier (if
applicable, use as a negotiation tool to reduce outbound suppliers
costs).
4. Any chargeable work during the Assistance Period Within 30 days of the date of Within 30 days of the date of
Supplier to outline any contractual obligations for chargeable work
during the exit/termination assistance period.
termination or expiration (as
applicable).
termination or expiration (as
applicable).
Payment of outstanding Service Credits to Post Office
The supplier shall pay Post Office all Service Credits, other credits or
other amounts due to or for the credit of Post Office under the
Agreement (to the extent not already set off against Charges) accrued
up to the date of expiration or termination (as applicable) within 30 days
of such expiration or termination
Within 30 days of the date of
termination or expiration (as
applicable).
Within 30 days of the date of
termination or expiration (as
applicable).
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
Payment of outstanding invoices to the supplier Within 60 days of the date of Within 60 days of the date of
Post Office shall pay the supplier all invoices, other credits or other termination or expiration (as termination or expiration (as
amounts due to or for the credit of the supplier under the Agreement (to I 4PPlicable). applicable).
the extent not already set off against Charges) accrued up to the date
of expiration or termination (as applicable) within 60 days of such
expiration or termination as per Para 3.11.25 of Schedule 1.
5. Cessation of Branding use At date of termination At date of termination
The supplier shall immediately cease to use all Post Office Branding by
the contract end date.
6. Cessation of dealing in Branded Goods At date of termination At date of termination
The supplier shall not offer any Branded Goods under or by reference
to the Post Office Branding or any confusingly similar mark.
7. Return of Post Office’s information 14 days after the date of 14 days after the date of
The supplier shall return to Post Office (at the supplier's expense) all of
Post Office's proprietary information (including all copies in whatever
termination
termination
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
form of any such information). The supplier undertakes not to use any
such information for any purpose.
8. Return of supplier information Within 14 days of the termination Within 14 days of the termination
date date
Post Office shall return to supplier Group (at Post Office's expense) all
of The supplier's proprietary information (including all copies in
whatever form of any such information). Post Office undertakes not to
use any such information for any purpose.
9. Cancelling/transfer any IP licence registrations Within 10 working days of Post Within 10 working days of Post
The supplier shall co-operate in cancelling any registration of any
Licence of Intellectual Property or any registration of the supplier as a
licensee of the Post Office Branding if requested by Post Office to do
so or the transfer of IP licences from the outbound supplier to the
inbound, including if necessary the transfer of ownership including
access to the customer's deployed system.
Office request or at the latest at
date of termination.
Office request or at the latest at
date of termination.
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
10. Dealing with IP sub-licences Within 10 working days of Post Within 10 working days of Post
Office request or at the latest at Office request or at the latest at
The supplier shall terminate any sub-licensing agreement with all I date of termination. date of termination.
Permitted Third Parties in relation to the Post Office Branding (unless
the Post Office instructs the supplier to novate any such sub-licence).
11. Co-operation and Transitional supply From the date of termination for upI From the date of termination for up
The supplier undertakes to assist and co-operate with the Post Office
and to continue to provide the relevant Goods and Services (and shall
invoice Post Office for the Charges which shall be paid in accordance
with this Agreement) and perform its obligations in each case on the
terms set out in the Agreement for up to three months so to ensure an
orderly and efficient transition from provision of the relevant Goods and
Services by the supplier to the provision of similar services and goods
by Post Office or a third party. Subject to market forces The supplier
agrees to comply with all reasonable requests concerning the provision
of similar services and goods by Post Office or a replacement supplier
so as to avoid any interruption in the availability of similar services and
to 3 months.
to 3 months.
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goods.
12.
Third Party Suppliers/Sub-contractors
Upon the request of Post Office the supplier agrees to use its
reasonable endeavours to transfer Post Office specific contracts/3™@
parties relevant to them only.
Agree knowledge transfer and education mechanisms between
outbound supplier and inbound supplier
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
13. Access to staff and or Third Party Suppliers/Sub-Contractors Within 15 working days of Post Within 15 working days of Post
7 Office request. Office request.
At cost to Post Office, the supplier shall make available to Post Office
on reasonable notice appropriate expert staff/sub-contractors that shall
provide to Post Office such explanations to Post Office as are
reasonably necessary to facilitate Post Office's understanding of the
documentation and information.
14 HR - Staffing information Within 14 days of "N” Date, Within 14 days of "N Date”,
Upon Post Office's request, the supplier shall promptly provide Post
Office with an up-to-date list of all the supplier Employees and
Employees of any sub-contractor who are then employed in the
performance of the relevant Services under this Agreement at least 20
per cent of their working time. However, as per the Agreement, upon
termination of the Agreement, it is anticipated that the Services will no
longer be required by the Post Office. Accordingly, the employees will
remain with the supplier.
Key Personnel
thereafter at 3 monthly intervals
until termination
thereafter at 3 monthly intervals
until termination
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
Identify key personnel that are critical to ensuring a smooth
Exit/Termination/Transition either contractually or practically.
15. If all or parts of the Services are re-tendered, the supplier agrees and
will procure that its sub-contractors agree to provide all reasonable
assistance and cooperation as Post Office or any tenderer or any
Subsequent Service Provider may require, at cost to Post Office Ltd.
Note: it is not anticipated that the Services will be required by Post
Office following termination.
16 Transfer of Confidential Information Within 30 days of the date of expiry I Within 30 days of the date of expiry
Insofar as it relates to the disclosing Party, the receiving Party shall:
(a) return all Confidential Information then in its or its personnel’s
possession or control, including whole or partial copies thereof
in any media, all notes, memoranda and other materials
containing Confidential Information, to the disclosing Party; and
(b) Deliver written certification to the disclosing Party that all of the
Confidential Information which it or its personnel have had in
or termination (as applicable) or termination (as applicable)
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Row No
Activity and Responsibility
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
their possession or control and which has not been returned
has been securely destroyed.
17.
Transfer of data etc - development of a data transfer and deletion
plan.
(a) The supplier shall return in a format reasonably acceptable to Post
Office all data, records, documentation, stationery and information of
Post Office relating to or which is relevant to the provision of the
Services and Goods which it shall no longer provide to Post Office,
which is not the intellectual property of the supplier.
(b) The parties will agree to develop a data transfer and deletion plan,
including a deletion plan for data no longer required by Post Office
ensuring all parties meet GDPR regulations.
Within one month of date requested
by Post Office, after termination
Within one month of date requested
by Post Office, after termination
18.
Testing and implementation of the data transfer and deletion plan
(a) The supplier and Post Office shall co-operate in commencing
testing and proving the data transfer and deletion plan in respect of the
Relevant Services, such that transfer may be concluded in accordance
As soon as reasonably practicable
after agreement of the data transfer
plan referred to in row 18.
As soon as reasonably practicable
after agreement of the data transfer
plan referred to in row 18.
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
with the agreed plan.
(b) In the event of any problems arising out of such testing the parties
shall agree revisions to the plan and retest the same, the parties shall
continue doing this until such time as the Post Office is reasonably
satisfied with the plan.
(c) The parties shall then implement the plan
19 Destruction of remaining data 30days from the date of 30 days from the date of
Once the transfer of Post Office Data to Post Office in accordance with
this requirement is complete, all remaining Post Office Data to which
this requirement applies and held by the supplier shall either be
destroyed in the case of termination and expiry of the Agreement or, in
the case of termination or expiry of a Terminable Service, only
destroyed in accordance with Post Office's reasonable directions.
For the purpose of this requirement, "destroyed" means physical
destruction of the media upon which such data are held or irretrievable
termination or expiry (as applicable) I termination or expiry (as applicable)
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
deletion of data from such media. These processes must be GDPR
compliant.
20. Continued stock holding From N Date From N Date
At the request of Post Office, the supplier shall ensure that stock and
products supplied will enable Post Office to continue trading with a
continual supply of products allowing for lead times from all suppliers,
ensuring that minimum stock levels of un-invoiced stock are stored by
the supplier upon Exit.
Any stock purchased after N Date shall be with prior written Post Office
consent only. Post Office shall not be liable for any stock purchased
after the N Date if written consent not given.
If Post Office delay or do not sign off on a order request by the
timescales given by the supplier then this mitigates any failure of SLA’s
relating to product availability and subsequent effects relating to lack of
availability e.g. Sales
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
21. Provision of print outs Within 30 days of the date of Within 30 days of the date of
termination or expiry of this termination or expiry of this
The supplier shall: Agreement. Agreement.
e Deliver to Post Office printouts of Post Office Data as Post Office
may reasonably require and which the supplier can reasonably
produce in respect of the Goods and Services.
22. Manuals, other materials, media equipment and software Within 30 days of the date of Within 30 days of the date of
The supplier shall destroy or return to Post Office (as directed by Post
Office):
e all manuals and all other materials supplied by Post Office to the
supplier (relating to the Goods and Services) and subsequently
updated in enabling them to service Post Office's requirements;
and
e all media equipment and software supplied to the supplier by Post
termination or expiry of this
Agreement.
termination or expiry of this
Agreement.
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
Office during the provision of the Goods and Services
23. Sweeper provision At least two months prior to At least two months prior to
termination or expiry of this termination or expiry of this
Post Office shall notify the supplier of any transition requirements to be I Agreement. Agreement.
provided to New Supplier after the date of termination of this
Agreement, as applicable.
24. Stock Management
¢ Provide a full inventory of all stock held which Post Office shall be
liable for at that time - and thereafter provide monthly updates
regarding Post Office stock liabilities
e Participate in the planning surrounding the most cost effective
agreed manner for disposal of excess stock for which Post Office
shall be liable.
e The supplier will continue to provide a retail stock management
system until termination of contract, after termination if access is
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Row No I Activity and Responsi Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
required the supplier will review the request, If access is granted this
will be at a cost to Post Office Ltd.
e The supplier will not undertake any additional development on the
Post Office Stock Management System when termination is invoked
e Atcost to Post Office Ltd, the supplier can archive and retain a copy
of data for Post Office Ltd
Online exit plan to be agreed as soon as Post Office make the decision
on the online offering.
25 All termination plans and relevant documents to be stored in Bravo.
26 Risks must be managed, there are two areas which will need
reviewing:
a) The current risk log, ensuring no current risks materialise.
b) A risk log must be produced, being reviewed regularly relating to the
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
transition to a new supplier.
Transition arrangements:
1 Arrange a “kick-off’ meeting between the Post Office and the inbound I As soon as the termination date As soon as the termination date
supplier. has been agreed. has been agreed.
2. Provide the Post Office with a detailed organisation chart of the I As soon as the termination date As soon as the termination date
inbound suppliers Future Operating Model for service delivery. has been agreed. has been agreed.
3. Agree the main accountable owners for each transition work stream I As soon as the termination date As soon as the termination date
and the level of support to be provided by the outbound supplier. has been agreed. has been agreed.
4. Provide the Post Office and inbound supplier with access to outbound I As soon as the termination date As soon as the termination date
supplier personnel to enable inbound supplier to undertake detailed
due diligence
has been agreed.
has been agreed.
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
5. Agree plan and timelines to transition in-flight projects including I As soon as the termination date As soon as the termination date
planned projects to commence during transition period or after the I has been agreed. has been agreed.
outbound supplier has been exited.
6. Agree timelines to transfer in-house developed software, scripts, tools I As soon as the termination date As soon as the termination date
or procedures required by the outbound supplier to perform the I has been agreed. has been agreed.
services being terminated either owned or not owned by the Post
Office.
7. Agree plan with timelines and success measures to transition all in- I As soon as the termination date As soon as the termination date
scope services from outbound supplier to inbound supplier, utilising I has been agreed. has been agreed
plans and agreements provided during the exit planning phases.
8. Define dependencies between inbound supplier transition plan and I As soon as the termination date As soon as the termination date
outbound supplier exit activities. has been agreed. has been agreed.
9. Acquire resources to carry out outbound supplier obligations with the I As soon as the termination date As soon as the termination date
exit plan.
has been agreed.
has been agreed.
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Row No I Activity and Responsibility Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any Notice of termination for any reason
reason is six months or less. is more than six months, or in the
event of expiry of this Agreement
10. Conduct workshop between the Post Office, inbound and outbound I As soon as the termination date As soon as the termination date
suppliers ensuring all parties understand agree to the exit / transition I has been agreed. has been agreed.
plan and the governance of such.
11. Review all documentation being transitioned to inbound supplier. I Before the contract terminates. Before the contract terminates.
Should be checked for accuracy, relevance.
12. Inbound supplier review of outbound supplier processes, procedures. I Before the contract terminates. Before the contract terminates.
Outbound supplier to answer all questions resulting from review.
13. Inbound supplier satisfied that outbound supplier processes, I Before the contract terminates. Before the contract terminates.
procedures are complete and up-to-date.
14, Confirm suitability of existing procedures post transfer. Propose any I Before the contract terminates. Before the contract terminates.
transformation plans.
15. Execute knowledge transfer phase as defined in the transition plan I Before the contract terminates. Before the contract terminates.
agreed between all parties.
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16. Joint agreement of completion of knowledge transfer phase of the I Before the contract terminates. Before the contract terminates.
transition plan.
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