Common use of Control of the Contract Clause in Contracts

Control of the Contract. Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): ‫the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment 40Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without the Authority's prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented given its Approval to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.1140.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.940.4, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 40.4 to a body which is not a Contracting Authority, Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "“Transferee"”): ‫the the rights of termination of available to the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) clause 49 shall be available available, mutatis mutandis, to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able subsequently to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of of, whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented to the placing of sub-contracts for the provision of services, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction ‫‍reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In ‫‍In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.9, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 to a body which is not a Contracting Authority, or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "Transferee"): ‫the ‫‍the rights of termination of the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The ‫‍The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of whatever further actions, (including the execution of further documents), the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment 40Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without the Authority's prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority has consented given its Approval to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. Alternatively, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.1140.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 26.940.4, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 40.4 to a body which is not a Contracting Authority, Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the "“Transferee"”): ‫the the rights of termination of available to the Authority in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) clause 52 shall be available available, mutatis mutandis, to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able subsequently to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The The Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of of, whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment 42.42Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without the Agency's prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Agency has consented given its Approval to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the AuthorityAgency, be sent by the Contractor to the Authority Agency as soon as reasonably practicable. AlternativelySubject to Clause 1.137, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority Agency may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Agency; or any private sector body which substantially performs the functions of the Agency, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority shall not, subject to clause 26.9Clause 1.135, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityAgency. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 Clause 1.135 to a body which is not a Contracting Authority, Authority or if there is a change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority (in the remainder of this clause Clause both such bodies being referred to as the "“Transferee"”): ‫the the rights of termination of available to the Authority Agency in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) Clause 51 shall be available available, mutatis mutandis, to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able subsequently to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority The Agency may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority Agency shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of of, whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment 42.42Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without the Agency's prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Agency has consented given its Approval to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the AuthorityAgency, be sent by the Contractor to the Authority Agency as soon as reasonably practicable. AlternativelySubject to Clause 1.137, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority Agency may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: any Contracting Agency; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Agency; or any private sector body which substantially performs the functions of the Agency, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority Agency shall not, subject to clause 26.9Clause 1.135, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityAgency. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 Clause 1.135 to a body which is not a Contracting Authority, Agency or if there is a change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority Agency (in the remainder of this clause Clause both such bodies being referred to as the "“Transferee"”): ‫the the rights of termination of available to the Authority Agency in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) Clause 51 shall be available available, mutatis mutandis, to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able subsequently to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority The Agency may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority Agency shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of of, whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment 42.42.Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without the Agency's prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Agency has consented given its Approval to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the AuthorityAgency, be sent by the Contractor to the Authority Agency as soon as reasonably practicable. AlternativelySubject to Clause 1.148, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority Agency may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: any Contracting Agency; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Agency; or any private sector body which substantially performs the functions of the Agency, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority Agency shall not, subject to clause 26.9Clause 1.146, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityAgency. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 Clause 1.146 to a body which is not a Contracting Authority, Agency or if there is a change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority Agency (in the remainder of this clause Clause both such bodies being referred to as the "“Transferee"”): ‫the the rights of termination of available to the Authority Agency in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) Clause 51. shall be available available, mutatis mutandis, to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able subsequently to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority The Agency may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority Agency shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of of, whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Control of the Contract. Assignment 42.42Assignment and Sub-Contracting Except where clauses 26.5 and 26.6 apply, the The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without the Agency's prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Authority Agency has consented given its Approval to the placing of sub-contracts for the provision of servicescontracts, copies of each sub-contract shall, at the request of the AuthorityAgency, be sent by the Contractor to the Authority Agency as soon as reasonably practicable. AlternativelySubject to Clause 1.148, the Authority may require that, if the Contractor wishes to sub-contract any obligations under the Contract for the provision of services at any time it shall submit a list of sub-contractors to the Authority for approval. The Contractor shall obtain the Authority’s prior written approval before changing any of the sub-contractors so approved. The Authority shall not unreasonably withhold or delay such approval. Notwithstanding clause 26.1, the Contractor may assign to a third party ("the Assignee") the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract (including any interest which the Authority incurs under clause 11). Any assignment under this clause 26.5 shall be subject to: ‫reduction of any sums in respect of which the Authority exercises its right of recovery under clause 12; all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid; and the Authority receiving notification under both clauses 26.6 and 26.7. ‫In the event that the Contractor assigns the right to receive the Contract Price under clause 26.5, the Contractor or the Assignee shall notify the Authority in writing of the assignment and the date upon which the assignment becomes effective. The Contractor shall ensure that the Assignee notifies the Authority of the Assignee’s contact information and bank account details to which the Authority shall make payment. The provisions of clause 11 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Authority. Subject to clause 26.11, the Authority Agency may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof as it sees fit to: any Contracting Agency; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Agency; or any private sector body which substantially performs the functions of the Agency, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. Any change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority Agency shall not, subject to clause 26.9Clause 1.146, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the AuthorityAgency. If the rights and obligations of the Authority under the Contract are assigned, novated or otherwise disposed of pursuant to clause 26.9 Clause 1.146 to a body which is not a Contracting Authority, Agency or if there is a change in the legal status of the Authority Agency such that it ceases to be a Contracting Authority Agency (in the remainder of this clause Clause both such bodies being referred to as the "“Transferee"”): ‫the the rights of termination of available to the Authority Agency in clauses 36 (Termination on Change of Control and Insolvency) and 37 (Termination on Default) Clause 51.1 shall be available available, mutatis mutandis, to the Contractor in the event of respectively, the bankruptcy or insolvency or Default of the Transferee; and the Transferee shall only be able subsequently to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Contractor. ‫The Authority The Agency may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Authority Agency shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of of, whatever further actions, actions (including the execution of further documents), ) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.