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43 <br />conditions of the Agreement. Empower shall provide the following Transition Services prior to the Service <br />End Date (as defined below) of the Agreement. <br />11.2 Planning. Participate in conference calls and in-person meetings, as needed, with Plan <br />Sponsor and the successor service provider to designate the transfer team, define communication <br />channels, discuss the transfer process and define expectations, responsibilities, and applicable deadlines. <br />Empower will designate a transition Project Manager to lead and be the contact person for the transition <br />effort. In the event Plan Sponsor requests that the Project Manager or other deconversion team member <br />attend a transition services meeting in person at a site other than Empower’s office location, Empower’s <br />fees for time and travel for such in-person meetings are $1,500 per day, per person. <br />11.3 Data Layouts. Provide the successor service provider with data layouts for Participants <br />and Plan Data residing on Empower administration systems, including but not limited to data layouts for <br />paper statement indicators, rebalance frequency elections, ACH indicators, outstanding loan terms and <br />payment amounts, powers of attorney on file, and dividend pass -through elections. The data layouts will <br />correspond to Empower standard file formats. <br />11.4 Plan Materials. Upon termination, Empower shall provide the successor service provider <br />with copies of all Plan summaries, individual Participant statements (upon request) and other forms, reports, <br />or web content; provided, however, Empower will provide such Plan materials only to the extent designed <br />specifically for the Plan and not deemed by Empower to be proprietary. In addition, Plan Sponsor agrees, <br />and will require any third party to whom Plan Sponsor provides the materials to agree, to maintain the <br />confidentiality of all Empower materials and information, including but not limited to web cont ent, <br />communications material, and information on Empower’s Plan Sponsor Website. <br />11.5 “Test” Data Transfer Files. Provide the successor service provider with two (2) full <br />volume test extract data transfer files for the Plan. Such files will be provided at a time mutually agreed <br />upon by the parties. Control totals and standard Empower reports will accompany the files. <br />11.6 “Refresher” Data Transfer Files. Provide the successor service provider with one (1) full <br />volume test extract refresher data transfer files for the Plan. Such files will be provided at a time mutually <br />agreed upon by the parties. Control totals and standard Empower reports will accompany the files. <br />11.7 “Live” Data Transfer Files. Provide the successor service provider with one (1) full live <br />data transfer file to the successor service provider in Empower standard file format for the Participant and <br />Plan Data residing on Empower administration systems as of a date mutually agreed upon by the parties. <br />The live data file will be in the same format as the test data file or in the test data file format. Control totals <br />and standard Empower reports will accompany the live data transfer file. <br />11.8 Questions about Data on Transfer Files. Provide up to twenty-five (25) aggregate hours <br />of Empower’s time to answer questions about system data provided by Empower on the test data transfer <br />files, the refresher data transfer files and the live data transfer file. Empower will charge the Plan or Plan <br />Sponsor at then-current hourly rates for time spent in excess of twenty-five (25) hours. <br />11.9 Answering Questions. Provide up to twenty-five (25) aggregate hours of Empower’s time <br />responding to questions about Plan administrative practices and communication materials used by <br />Empower in servicing the Plan. Empower will charge the Plan or Plan Sponsor at then-current hourly rates <br />for time spent in excess of twenty-five (25) hours.