Common use of Charges Clause in Contracts

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off ContractContract , the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 2 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 13.1 of this Call Off Contract Schedule 9 2 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF CONTRACT SCHEDULE 103: STAFF TRANSFER DEFINITIONS In this Call Off Contract Schedule 103, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 138.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1012: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 10 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Contract Schedule 9 10 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF CONTRACT SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In VARIATION FORM No of Contract Order Form being varied: …………………………………………………………………… Variation Form No: …………………………………………………………………………………… BETWEEN: [insert name of Customer] ("the Customer") and [insert name of Supplier] ("the Supplier") This Contract is varied as follows and shall take effect on the date signed by both Parties: [Insert details of the Variation] Words and expressions in this Call Off Schedule 10Variation shall have the meanings given to them in this Contract. This Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation.. Signed by an authorised signatory for and on behalf of the following definitions shall apply:Customer Signature Date Name (in Capitals) Address Signed by an authorised signatory to sign for and on behalf of the Supplier Signature Date Name (in Capitals) Address

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 124.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier Service Provider shall not make any charges for the services provided by the Supplier Service Provider pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier Service Provider in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier Service Provider and/or the Replacement Supplier Service Provider and the Supplier Service Provider (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier Service Provider shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier Service Provider shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier Service Provider shall pay) any monies due under paragraph 123.1 97.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 9.47 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 37.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 128.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer Contracting Authority shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer Contracting Authority and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer Contracting Authority shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer Contracting Authority shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 of this Call Off Contract Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF CONTRACT SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Contract Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off ContractContract , the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 2 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Contract Schedule 9 2 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF CONTRACT SCHEDULE 103: STAFF TRANSFER DEFINITIONS In this Call Off Contract Schedule 103, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer Contracting Authority shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer Contracting Authority and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer Contracting Authority shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer Contracting Authority shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 113.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off ContractLease Agreement, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Lease Agreement Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.47 of this Call Off Lease Agreement Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF LEASE AGREEMENT SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Lease Agreement Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off ContractCommercial Agreement and/or Enabling Agreement, as applicable, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer Commercial Agreement and/or Customer, as applicable, shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Authority, Customer and the Supplier and/or the Replacement Supplier and the Supplier (Supplier, as applicable) , as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer Authority and/or Customer, as applicable, shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer Authority and/or Customer, as applicable, shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER 18 - ENABLING AGREEMENT ENABLING AGREEMENT Attachment 6A - Solution 1 Attachment 6B – Solution 2 Attachment 6C – Solution 3 Attachment 6D – Solution 4 Attachment 6E – Solution 5] SCHEDULE 19 – SUSTAINABILITY AND SOCIAL VALUE REQUIREMENTS DEFINITIONS In Unless otherwise stated in this Call Off Schedule, capitalized terms in this Schedule 10, shall have the following definitions shall apply:meaning given to them in Schedule 1 (Definitions).

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 115.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 105.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 118.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER – NOT USED CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Call Off Schedule 1011, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Contract Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:0.

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 53.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 ANNEX 1: LIST OF TRANSPARENCY REPORTS TITLE CONTENT FORMAT FREQUENCY [Performance] [ ] [ ] [ ] [Call Off Contract Charges] [ ] [ ] [ ] [Key Sub-Contractors] [ ] [ ] [ ] [Technical] [ ] [ ] [ ] [Performance management] [ ] [ ] [ ] CALL OFF SCHEDULE 10: STAFF TRANSFER – NOT USED CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Call Off Schedule 1011, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 128.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER – NOT USED CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE DEFINITIONS In this Call Off Schedule 1011, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off ContractContract , the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 of this Call Off Contract Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF CONTRACT SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Contract Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 29.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 125.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Call-Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Call-Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 95.47 of this Call Call-Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL CALL-OFF SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 5.46 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 28.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:: “Acquired Rights Directive” the European Council Directive 77/187/EEC on the approximation of laws of European member states relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses, as amended or re-enacted from time to time;

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 87.47 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER 12/08/2013 12/08/2013 DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.47 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 practicable CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier Service Provider shall not make any charges for the services provided by the Supplier Service Provider pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier Service Provider in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier Service Provider and/or the Replacement Supplier Service Provider and the Supplier Service Provider (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier Service Provider shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier Service Provider shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier Service Provider shall pay) any monies due under paragraph 123.1 89.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 50.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1012: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 128.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 1011: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10Schedule, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 12.1 of this Call Off Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Schedule 10, the following definitions shall apply:

Charges. Except as otherwise expressly specified in this Call Off Contract, the Supplier shall not make any charges for the services provided by the Supplier pursuant to, and the Customer shall not be obliged to pay for costs incurred by the Supplier in relation to its compliance with, this Call Off Contract Schedule 9 including the preparation and implementation of the Exit Plan, the Termination Assistance and any activities mutually agreed between the Parties to carry on after the expiry of the Termination Assistance Period. APPORTIONMENTS All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 123.1 82.47 of this Call Off Contract Schedule 9 as soon as reasonably practicable. 12/08/2013 12/08/2013 CALL OFF CONTRACT SCHEDULE 10: STAFF TRANSFER DEFINITIONS In this Call Off Contract Schedule 10, the following definitions shall apply: