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| 1 | +# Specify Data Migration Agreement |
| 2 | + |
| 3 | +This Migration Service Agreement (Migration Agreement) is made and entered into by and |
| 4 | +between Specify Collections Consortium (SCC) and the Customer for the purpose of |
| 5 | +migrating Customer’s data (Collection Data) from Customer’s current data platform |
| 6 | +(Source Data) into Specify Software. This Migration Agreement is an amendment to any |
| 7 | +Agreement between Customer and SCC. |
| 8 | + |
| 9 | +# Project Scope |
| 10 | + |
| 11 | +SCC will perform migration services for Customer (Migration Project), as outlined in |
| 12 | +this Migration Agreement and the Data Migration Scope (DMS). The SCC and Customer shall |
| 13 | +agree on a Migration Workplan within a specified time period after the Migration |
| 14 | +Agreement has been activated. This shall serve as the entire scope for the Migration |
| 15 | +Project (Migration Project Scope) to which SCC commits under the terms of this Migration |
| 16 | +Agreement. |
| 17 | + |
| 18 | +# Migration Workplan |
| 19 | + |
| 20 | +The Migration Workplan specifies how the SCC will accomplish the Data Migration defined |
| 21 | +in the DMS. The Customer and the SCC will agree on the parameters of the Migration |
| 22 | +Workplan within a specified time after the Migration Agreement has been signed. The |
| 23 | +Migration Workplan will include the following, for each database: |
| 24 | + |
| 25 | +* Collections to be included in each; |
| 26 | +* Division of data within the hierarchical structure Collections, Disciplines, |
| 27 | + Divisions, and Types, to be defined and populated by the Source Data; |
| 28 | +* Mapping between the Source Data and Specify schema; |
| 29 | +* Collecting Event relationship to Collection Object; |
| 30 | +* Paleo Context relationship to Locality, Collecting Event, or Collection Object; |
| 31 | +* Existence and definition of Collection Relationships; |
| 32 | +* Formatting for dates and Identifiers; |
| 33 | +* Approximate completion dates for data migration steps, including expected response |
| 34 | + time for Customer approval or feedback; |
| 35 | + |
| 36 | + * SCC response to Customer feedback will naturally push following dates forward. |
| 37 | + * Inaccurate or incomplete configuration requirements may result in Additional Fees. |
| 38 | + |
| 39 | +# Price and Time Estimate |
| 40 | + |
| 41 | +Customer agrees and acknowledges that Data Migration Fee and Time estimate may be |
| 42 | +increased during the course of Migration Project in the event Migration Project |
| 43 | +requirements exceed the specifications allowed for in Migration Project Scope. This can |
| 44 | +result from underestimation of labor and/or complexity including but not limited to: |
| 45 | + |
| 46 | +* Unexpected large volumes of Migrated Data; |
| 47 | +* Undiscovered data complexity or inconsistency; |
| 48 | +* Undisclosed workflows; |
| 49 | +* Delays in: |
| 50 | + |
| 51 | + * Source data availability |
| 52 | + * Customer feedback and/or approvals |
| 53 | + * Other unforeseen delays |
| 54 | + |
| 55 | +* Unique technical requirements |
| 56 | + |
| 57 | +Should the Customer decide to terminate the Migration Project at any point during the |
| 58 | +project, all agreed upon fees shall still be due and payable to SCC. |
| 59 | + |
| 60 | +# Customer Project Responsibilities |
| 61 | + |
| 62 | +In addition to responsibilities set forth in the DMS, Agreement, or any amendment |
| 63 | +thereto, Customer agrees and acknowledges that Customer shall: |
| 64 | + |
| 65 | +* Cooperate and provide reasonable assistance during Migration Project and/or as |
| 66 | + reasonably requested by SCC; |
| 67 | +* Designate a Point Person for receipt of any and all of SCC’s operational |
| 68 | + communications regarding Migration Project and transmission of Customer’s Migration |
| 69 | + Project decisions, information, approvals, and/or acceptance; provide prior written |
| 70 | + notice of any Point Person change, and to use reasonable efforts to minimize any such |
| 71 | + change; |
| 72 | +* Provide the complete dataset to be converted before the Migration Project begins. |
| 73 | + |
| 74 | + * Clean and standardize data before providing it to SCC for migration; |
| 75 | + * Provide a list of all standardized values requested for controlled vocabularies; |
| 76 | + |
| 77 | +* Refrain from making change(s) and/or revision(s) to any Migrated Data during Migration |
| 78 | + Project, with the exception of modifications agreed upon by the SCC and Customer; |
| 79 | +* Participate in creating a Migration Plan specifying the Data Mapping and configuration |
| 80 | + details for the finished Migrated Data; |
| 81 | +* Understand and accept that Additional Fees may apply if Customer changes the |
| 82 | + configuration requirements stipulated in the Migration Workplan (including but not |
| 83 | + limited to: data mapping, data relationships, database configuration, form layout) of |
| 84 | + the Migration Agreement; |
| 85 | +* Promptly and thoroughly test Migrated Data; |
| 86 | +* Report any and all errors to SCC discovered during testing, including instructions to |
| 87 | + demonstrate how the error can be reproduced and, if applicable, visual examples |
| 88 | + (i.e. screenshots) of such; |
| 89 | +* Understand and acknowledge that should Customer fail to promptly/thoroughly complete |
| 90 | + migration testing responsibilities, a complete re-migration may be required, for |
| 91 | + which Customer will have to pay Additional Fees; |
| 92 | +* Understand and accept that Additional Fees may apply if Customer requires SCC to |
| 93 | + resolve user errors; |
| 94 | +* Understand and accept that SCC’s responsibilities and obligations as set forth herein |
| 95 | + are dependent upon, among other things, the accuracy, assumptions, and representations |
| 96 | + made by Customer, the timeliness of Customer’s decisions, and the timeliness of |
| 97 | + Customer’s performance of Customer’s responsibilities and obligations; |
| 98 | + |
| 99 | +SCC’s nonperformance shall be excused if such nonperformance stems from Customer’s |
| 100 | +failure to perform Customer’s responsibilities and/or obligations, both express and |
| 101 | +implied, as set forth herein. Customer agrees and acknowledges that in the event of |
| 102 | +Customer’s failure to perform, SCC has NO DUTY to incur additional costs (including but |
| 103 | +not limited to labor and software/hardware costs) in performing its obligations under |
| 104 | +the Agreement or investigate Customer’s failure to perform. Should Customer fail to |
| 105 | +perform, Customer agrees to pay SCC the estimated cost set forth in the DMS and |
| 106 | +acknowledges and agrees that this is fair and reasonable. |
| 107 | + |
| 108 | +# SCC Project Responsibilities |
| 109 | + |
| 110 | +In addition to responsibilities set forth in the DMS, Agreement, or any amendment |
| 111 | +thereto, SCC agrees and acknowledges that SCC shall: |
| 112 | + |
| 113 | +* Request, obtain, and verify Source Data access according to Migration Assessment Plan |
| 114 | + specifications; |
| 115 | +* Set up Migration Instance for data verification; |
| 116 | +* Oversee and administer Migration Project; |
| 117 | +* Set up a project management board and provide access to Point Person; |
| 118 | +* Set up and reconfigure Migrated Data, according to Migration Project Scope, and |
| 119 | + restore on Migration Instance; |
| 120 | +* Perform cursory initial review of Migrated Data; |
| 121 | +* Provide an estimated timeline and Migration Workplan for Migration Project; |
| 122 | +* Provide Customer the opportunity to thoroughly test and verify operating functionality |
| 123 | + of Migrated Data; |
| 124 | +* Provide a complete Specify backup, including all data and configuration files required |
| 125 | + for a fully functional, fully populated instantiation on the Specify Cloud or a |
| 126 | + Customer-hosted server. |
| 127 | + |
| 128 | +SCC will make every effort to allow continuous access to Migrated Data during the |
| 129 | +Migration Project, but downtime for the Migration Instance during the Migration Project |
| 130 | +should be expected. Customer will not modify Source or Migration Instance data during |
| 131 | +the Project unless agreed upon in advance. |
| 132 | + |
| 133 | +SCC migrates data as is. SCC is not responsible for errors or inconsistencies in the |
| 134 | +data. |
| 135 | + |
| 136 | +# Data Ownership |
| 137 | + |
| 138 | +The SCC makes no claim of ownership to Customer collection data and will not use or |
| 139 | +distribute such data without express written permission of Customer. |
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