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  1. Logistics of Professional Services. Professional Services will be performed at Applied’s location unless otherwise agreed by the parties in writing. Licensee shall ensure that appropriate personnel who are familiar with the scope of the work to be performed are reasonably available during performance of the Professional Services. Scheduling of Professional Services will be completed in consultation with Licensee. Applied may postpone dates for Professional Services if it determines, in its reasonable judgment, that Licensee requires additional time to prepare for Activation of Applied Software.
  2. Failure to Accept Full Delivery. If Licensee does not accept full delivery of Professional Services within twelve (12) months after purchase, the cost of those Professional Services may be re-priced to reflect Applied’s then-current pricing.  Licensee will be responsible for paying any price difference in order to receive the impacted Professional Services.  After twenty-four (24) months, if Licensee has not accepted full delivery of Professional Services, they shall be forfeited.



The following terms apply to a Migration if approved by Applied pursuant to the Agreement. All capitalized terms used but not defined herein shall have the meaning given to them elsewhere in the Agreement.

  1. Migration” as used herein means a process for Licensee to discontinue using its current Applied Primary Software (which then becomes the “Former Primary Software”) and obtain access to a different Applied Primary Software pursuant to an Order or SOW.
  2. Historical License.  Applied grants Licensee a non-transferable, non-exclusive, non-perpetual, temporary, limited ability to use and access the Former Primary Software, together with related Documentation, for Non-Production use only as follows.  If Licensee’s Former Primary Software is on-premise software (i.e., Applied Software deployed on hardware or equipment that is at a physical location owned or leased by Licensee), the Former Primary Software will be in machine-readable format and may be used for Non-Production purposes thereafter “As Is” without any Support or warranties of any kind, pursuant to the terms of the Agreement. Unless otherwise specified in an Order, if Licensee’s Former Primary Software was deployed via the Cloud Environment, the Former Primary Software will be provided via the Cloud Environment for up to twelve (12) months following the Activation of new Primary Software pursuant to a Migration.  In either circumstance, Licensee shall not use the Former Primary Software to process new business or to enter new data. The number of Users allowed to access the Former Primary Software shall be limited to one (1) for every fifteen (15) Users obtained for the new Primary Software. Data Conversion Services may be required in order for Migration. Migrations are subject to the Professional Services Terms.

  3. Fees. Licensee must be current on all fees due under the Agreement, including any applicable fees for the Former Primary Software, before any Migration. Additionally, Licensee shall continue to pay the Support fees specified for the Former Primary Software until Activation of the new Primary Software and for any access to the Former Primary Software as may be set forth in an Order.

  4. Virtual Image Data. During the historical access period, Licensee may have the option to purchase a virtual image of the Licensee Data stored in certain versions of Former Primary Software for purposes of continued access. Applied is only responsible for retrieving and making available historical data retained in accordance with its record retention policy, as it may be amended from time to time. Applied does not retain Licensee Data indefinitely and may not possess the entirety of the historical data associated with Licensee’s use of the Former Applied Software. The virtual image data does not contain personal data files (“.psts”) or fax archive(s). The virtual image data file is provided as-is without warranties of any kind. Licensee may not reproduce or copy the virtual image data, in whole or in part, except for Non-Production use and subject to the same restrictions governing the historical license set forth above. Licensee is expressly prohibited from using any virtual image data for downloading purposes. Once Applied provides Licensee with the virtual image data, Applied has no responsibility to retain that data beyond the period(s) prescribed under its data retention policy, or for any other alleged failure by Applied or by Licensee to retain a copy of the virtual image data. VIRTUAL IMAGE DATA MAY NOT BE AVAILABLE FOR ALL SOFTWARE.

  5. Relinquishing Prior License and Rights. Licensee acknowledges that, upon requesting a Migration, it is relinquishing and terminating all rights and waiving all claims related to its use of the Former Primary Software except as specified herein. Licensee understands there will be no refund of any fees already paid or owed as a result of any reduction of users or relinquishment of licenses. The consideration given for a Migration is not to be construed as an admission of liability or fault on the part of Applied or Licensee, but is an accommodation provided by Applied.



The following terms apply to Data Conversion Services, which are a type of Professional Services, if purchased by Licensee pursuant to the Agreement. All capitalized terms used but not defined herein shall have the meaning given to them elsewhere in the Agreement.

  1. Conversion Team & Training. Each party shall appoint a primary point of contact (“Primary Contact”) for any Data Conversion Services.  Licensee’s Primary Contact shall be one Employee to manage pre-conversion tasks and maintain consistent communication between Licensee’s staff and Applied. Licensee shall create a dedicated conversion team comprising Employees of Licensee knowledgeable about various aspects of Licensee’s business and operations. Licensee shall obtain training and/or materials related to the Data Conversion Services as set forth in an Attachment.  Members of Licensee’s conversion team will complete, at a minimum, those portions of the training specified by the Applied Primary Contact to increase Licensee’s knowledge of the Applied Software and, in turn, to enhance the success of the Data Conversion Services.

  2. Pre-Conversion.
    • Checklist, Examples & Other Information.
      • To determine what pre-conversion preparation of the data to be converted may be necessary, Applied will provide a conversion checklist containing key criteria which drives much of the Data Conversion process, which Licensee will promptly complete and return to Applied. The information required in this checklist may include, but not be limited to, date filter criteria, data codes, statement types, and service charges.
      • Upon request, Licensee will provide three print screens and/or three printed ACORD, CSIO, or custom applications for each line of detail requested by Applied. Each such print screen or ACORD, CSIO, or custom application must, at a minimum: (i) be for a current application; (ii) include the policy number; (iii) contain as much information as possible; and (iv) be for one of Licensee’s largest accounts.
      • Upon request, Licensee will provide: (i) additional print screens, including those for non-detail items; (ii) applicable reports from Licensee’s current agency management systems, such as book-of-business, policy expiration, and/or claim reports; (iii) remote access to Licensee’s current agency management systems for data validation purposes; and/or (iv) other information or access as reasonably requested.
    • Data Format & Links. Licensee will provide data from a third-party software system as specifically requested by Applied for Data Conversion Services that must contain valid data links between all areas of data to be converted.  Such links currently exist in the data and should not be manipulated prior to delivery.  Such links include Customer, Policy, Attachment, Policy Detail, etc.  Attachments must have a valid link from the physical attachment back to a valid data element to be converted.  All data including attachments must be in native, unencrypted format in order to be converted.
    • Data Standardization. To increase accuracy and consistency of the data to be converted, Licensee shall, prior to conversion, “clean” or standardize the data contained in its current agency management system, including but not limited to customer names, titles, addresses, lienholders v. certificate holders, any duplicate/obsolete records, or any additional data identified by Applied.


  1. Sample of Conversion. Applied shall provide Licensee between one and three samples of converted data (as necessitated by project complexity) so that Licensee can confirm the accuracy and completeness of the conversion, including but not limited to, confirming that all data the Order or SOW identifies as to be converted has been converted properly.  Additional requested samples may incur additional fees at then-current rates.  Licensee shall review each such data sample and report all inaccuracies, incompleteness, or other problems to Applied within two weeks after Licensee receives the sample, unless Licensee and Applied have mutually agreed upon a different timeline.  Licensee agrees that Applied may rely on this report and that Applied may charge additional fees should it be required to re-perform any portion of the Data Conversion Services because Licensee’s report is inaccurate or incomplete.

  2. Benefits Data Conversion. If identified as in scope in an SOW, for a Data Conversion to Applied Epic Benefits Designer, Applied and Licensee will complete the data mapping of the plan detail information contained in the identified source system above to the associated custom form(s) in Applied Epic through a facilitated workshop. Policy header, activities, and benefit plan detail conversion are included for the medical, dental, life, short term disability, long term disability, and vision lines of business or plan types.

  3. Attachment Conversion. If identified as in scope in an SOW, and dependent upon the source system of the attachments being converted:
  • When converting attachments from a broker management system, as part of the data migration data sample process, Applied will include migrated attachments subject to agreed data filters with the actual strategy to be determined once data volumes have been determined.  For those attachments being converted from non-standard broker management systems, Applied will only migrate the attachments that are exposed and accessible within the source system and they shall be are migrated in their native file formats (such as MS Word, PDF, MS Excel).
  • When converting attachments from a third-party, non-BMS, document management system, then Licensee will be required to actively participate in this attachment conversion by providing: (a) prior Customer Primary Key to Attachment data link for the third-party vendor attachment conversion; (b) prior Policy Primary Key to Attachment data link for the third-party vendor attachment conversion; and (c) an unencrypted copy of all attachments to be converted along with their respective file paths. Should Licensee be unable to provide this information, Licensee will provide Applied access to the appropriate vendor representatives as required to facilitate a successful data migration.
  1. Post-Conversion. Licensee acknowledges and agrees that it will be required to perform data cleanup and re-enter data after the Data Conversion.  Applied will provide guidance to Licensee as to how to approach this data cleanup and re-entry.  Unless otherwise agreed in writing (e.g. in connection with the license of Software), within sixty (60) days after a Data Conversion, Applied may delete any Licensee Data remaining in its possession.

  2. Additional Policies and Procedures. Applied may provide or post additional policies or procedures concerning the conversion of data and/or the Data Conversion Services from time-to-time as business needs and technology change.  These policies, procedures, and any Documentation concerning the same or the Data Conversion Services, as amended from time-to-time, are incorporated herein by reference.  Licensee acknowledges and agrees that failure to follow the data conversion policies and procedures, including but not limited to those set out herein, and any attempt by Licensee to manipulate or convert its data in contravention of the Agreement, the policies, or the procedures, may impact the success of the data conversion and/or cause data corruption, for which Applied shall not be responsible.



Revised: July 5, 2024